As filed with the Securities and Exchange Commission on October 1, 1999
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. 1999 STOCK 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) 252-8000
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Class Amount Maximum Maximum Amount of
of Securities To To Be Offering Price Aggregate Registration
Be Registered Registered(1) Per Share(2) Offering Price(2) Fee
- -----------------------------------------------------------------------------
Common Stock,
$1.00 par value 7,000,000 shs $5.53125 $38,718,750 $10,763.81
- -----------------------------------------------------------------------------
(1) Pursuant to Rule 416(b), 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 Rule 457(c), the 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
24, 1999.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
Pier 1 Imports, Inc. (the "Company") incorporates by reference into this
registration statement the following documents filed with the Securities and
Exchange Commission:
(1) the Company's Annual Report on Form 10-K for the fiscal year ended
February 27, 1999;
(2) the Company's Quarterly Report on Form 10-Q for the quarter ended
May 29, 1999;
(3) the description of the Company's common stock, par value $1.00 per
share, contained in the Company's registration statement on Form
8-B filed on September 17, 1986.
(4) the description of the rights to purchase the Company's common
stock contained in the Company's registration statement on Form
8-A, filed on December 20, 1994; and
(5) all other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this offering of the Company's common stock.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Company is incorporated in the State of Delaware. Under Section 145
of the Delaware General Corporation Law, a Delaware corporation has the
power, under specified circumstances, to indemnify its directors, officers,
employees and agents in connection with actions, suits or proceedings brought
against them by a third party or in the right of the corporation, by reason
of the fact that they were or are such directors, officers, employees or
agents, against expenses and liabilities incurred in any such action, suit or
proceeding so long as they acted in good faith and in a manner that they
reasonably believed to be in, or not opposed to, the best interests of such
corporation, and with respect to any criminal action, that they had no
reasonable cause to believe their conduct was unlawful. With respect to
suits by or in the right of the corporation, however, indemnification is
generally limited to attorneys' fees and other expenses and is not available
if such person is adjudged to be liable to such corporation unless the court
determines that indemnification is appropriate. A Delaware corporation also
has the power to purchase and maintain insurance on behalf of such persons.
Article Seventh of the Certificate of Incorporation of the Company, as
amended, provides for mandatory indemnification of directors and officers to
the fullest extent permitted by Delaware corporation law.
The Company has entered into indemnification agreements with its
directors and executive officers and may in the future enter into such
indemnification agreements with any of its officers, employees, agents and
future directors. Such indemnification agreements are intended to provide a
contractual right to indemnification, to the extent permitted by law, for
expenses (including attorneys' fees), judgments, penalties, fines and amounts
paid in settlement actually and reasonably incurred by the person to be
indemnified in connection with any proceeding (including, to the extent
permitted by law, any derivative action) to which they are, or are threatened
to be made, a party by reason of their status in such positions. Such
indemnification agreements do not change the basic legal standards for
indemnification set forth in Delaware corporation law or the Restated
Certificate of Incorporation of the Company. Such provisions are intended to
be in furtherance, and not in limitation of, the general right to
indemnification provided in the Certificate of Incorporation and Bylaws of
the Company.
Section 102(b)(7) of the Delaware General Corporation Law provides that
a certificate of incorporation may contain a provision eliminating or
limiting the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director
provided that such provision does not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the
corporation or its shareholders, (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 Delaware General Corporation Law (relating to liability
for unauthorized dividends or acquisitions or redemptions of capital stock)
or (iv) for any transaction from which the director derived an improper
personal benefit. Article Seventh of the Company's Certificate of
Incorporation, as amended, contains such a provision.
The above discussion of the Company's Restated Certificate of
Incorporation and Sections 102(b)(7) and 145 of Delaware General Corporation
Law is not intended to be exhaustive and is qualified in its entirety by such
Restated Certificate of Incorporation and statutes.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) The following Exhibits are filed as part of this Registration
Statement:
Exhibit Description
4.1 -- Rights Agreement, dated December 9, 1994, between the
Company and First Interstate Bank, N.A., as rights agent,
incorporated by reference to Exhibit 4 to the Company's
Registration Statement on Form 8-A, filed December 20,
1994.
4.2 -- Pier 1 Imports, Inc., 1999 Stock Plan.
5 -- Opinion of Kelly, Hart & Hallman, P.C. re legality.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of Kelly, Hart & Hallman, P.C. (contained in
Exhibit 5).
24 -- Power of Attorney (included on the signature page of this
registration statement).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement;
(iii) 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;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Securities and Exchange Commission by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(3) 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 Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 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.
EXPERTS
The consolidated financial statements and financial statement schedule
of the Company appearing or incorporated by reference in the Company's Annual
Report (Form 10-K) for the fiscal year ended February 27, 1999, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon included or incorporated by reference therein and
incorporated herein by reference. Such consolidated financial statements and
financial statement schedule are incorporated herein by reference in reliance
upon such reports given on the authority of said firm as experts in
accounting and auditing.
<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 1, 1999.
PIER 1 IMPORTS, INC.
By /s/ MARVIN J. GIROUARD
Marvin J. Girourard
Chairman of the Board
POWER OF ATTORNEY
We, the undersigned directors and officers of PIER 1 IMPORTS, INC.,
hereby appoint J. RODNEY LAWRENCE and CHARLES H. TURNER, 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
October 1, 1999, in the capacities indicated.
Signature Title or Capacity
/s/ MARVIN J. GIROUARD Chairman of the Board, President and
Marvin J. Girouard Chief Executive Officer
/s/ CHARLES H. TURNER Senior Vice President and Chief
Charles H. Turner Financial Officer
/s/ SUSAN E. BARLEY Vice President - Finance, and
Susan E. Barley Principal Accounting Officer
/s/ JAMES M. HOAK Director
James M. Hoak
/s/ SALLY F. MCKENZIE Director
Sally F. McKenzie
/s/ TOM M. THOMAS Director
Tom M. Thomas
/s/ JOHN H. BURGOYNE Director
John H. Burgoyne
/s/ MICHAEL R. FERRARI Director
Michael R. Ferrari
<PAGE>
EXHIBIT INDEX
Exhibit Description
4.2 -- Pier 1 Imports, Inc. 1999 Stock Plan
5 -- Opinion of Kelly, Hart & Hallman, P.C. re legality.
23.1 -- Consent of Ernst & Young LLP
EXHIBIT 4.2
PIER 1 IMPORTS, INC.
1999 STOCK PLAN
1. Purpose. The purpose of the Plan is to advance the Company's
interests by encouraging certain employees of the Company and its
subsidiaries and non-employee directors of the Company to acquire a
proprietary interest in the Company through ownership of Common Stock. Such
ownership is intended to encourage employees to remain with the Company and
to help attract other qualified persons to become employees and directors.
2. Administration. The Plan shall be administered by the Committee.
Subject to the provisions of the Plan, the Committee is authorized to grant
Options under the Plan, and the Committee is authorized to interpret the Plan
and the Options, to prescribe, amend and rescind rules and regulations
relating to the Plan and the Options, and to make other determinations
necessary or advisable for the administration of the Plan. All of such
determinations shall be conclusive and binding on all persons. The Committee
shall act pursuant to a majority vote or by unanimous written consent. No
member of the Committee shall be liable for any action taken or decision made
in good faith relating to the Plan or any grant thereunder.
3. Eligibility. Options may be granted under the Plan to Non-Employee
Directors and to key employees of the Company or any of its Subsidiaries as
the Committee shall determine from time to time.
4. Types of Options. Options granted pursuant to the Plan may be
either Incentive Stock Options or non-qualified Options not so qualifying
under the Code. It is the intent of the Company that non-qualified stock
Options granted under the Plan not be classified as Incentive Stock Options,
that Incentive Stock Options granted under the Plan be consistent with and
contain or be deemed to contain all provisions required under Section 422 and
the other appropriate provisions of the Code and any implementing regulations
(and any successor provisions thereof), and that any ambiguities in
construction be interpreted in order to effectuate such intent.
5. Stock Subject to the Plan. The aggregate number of Shares that may
be issued or sold under Options or delivered in exchange for Deferred Stock
Units pursuant to the Plan shall not exceed 7,000,000 Shares, of which not
more than 250,000 Shares may be issued in exchange for Deferred Stock Units;
provided, that additional Shares above such maximum amount may be issued in
exchange for Deferred Stock Units that shall have been credited to any
Deferred Stock Account solely as a result of dividends or adjustments
pursuant to Section 8(d) or 8(e) hereof; and provided, further, that no
person shall be granted Options under the Plan covering an aggregate of more
than 1,750,000 Shares. Shares may be either authorized but unissued shares
of Common Stock or issued shares of Common Stock that shall have been
reacquired by the Company. The aggregate number of Shares issuable under the
Plan and to one person shall be subject to adjustment as provided in Section
9 hereof. For purposes of calculating the maximum number of Shares of Common
Stock which may be issued under the Plan, Shares shall include only net
Shares issued upon exercise of Options and, accordingly, shall exclude Shares
delivered or withheld for payment of Option exercises or for tax withholding
and shall exclude Shares remaining subject to Options which expire or are
terminated for any reason.
6. Non-transferability of Options. Except as otherwise authorized by
the Committee, in its discretion, and expressly provided in the Option
agreement pursuant to which an Option is granted, no Option shall be
transferable except by will or the laws of descent and distribution.
7. Options. The Committee shall have the power, subject to the
limitations contained in the Plan, to prescribe the terms and conditions of
any Option granted hereunder. Each Option shall be evidenced by an agreement
in such form as the Committee shall from time to time determine, which
agreement shall contain such terms and conditions not inconsistent with the
Plan as the Committee, in its sole discretion, may prescribe. Options shall
be subject to the following provisions:
(a) Allotment of Shares; Option Price. The Committee shall
determine the total number of Shares subject to each Option under the
Plan. The Option exercise price for the Shares subject to each Option
shall be determined by the Committee, but shall not be less than the
Fair Market Value of the Common Stock on the date of grant.
(b) Duration of Options. Except as otherwise set forth herein,
Options shall expire after such term as the Committee shall determine.
No option shall be exercisable after the expiration of ten years from
the date of grant.
(c) Exercise of Options. Each option granted under the Plan shall
be exercisable from time to time as the Committee shall determine. No
option shall be exercised for fewer than 100 Shares unless the remaining
Shares that have become so purchasable are fewer than 100 Shares. In
the event of the retirement, death or disability of an Optionee, or in
the event of a Change in Control (as hereinafter defined), all Options
granted to such Optionee shall immediately become fully exercisable to
the extent of all Shares then covered by such Options, except that in
the case of a Change in Control only if the Board of Directors shall not
have determined otherwise prior to such Change in Control. A "Change in
Control" shall mean any of the following events:
(i) a merger or consolidation to which the Company is a party
if the individuals and entities who were stockholders of the
Company immediately prior to the effective date of such merger or
consolidation have beneficial ownership (as defined in Rule 13d-3
under the Exchange Act) of less than 50 percent of the total
combined voting power for election of directors of the surviving
corporation or other entity following the effective date of such
merger or consolidation;
(ii) the acquisition or holding of direct or indirect
beneficial ownership (as defined in Rule 13d-3 under the Exchange
Act) of securities of the Company representing in the aggregate 30%
or more of the total combined voting power of the Company's then
issued and outstanding voting securities by any person, entity or
group of associated persons or entities acting in concert, other
than any employee benefit plan of the Company or of any Subsidiary
or any entity holding such securities for or pursuant to the terms
of any such plan;
(iii) the election of members of the Board of Directors at
a meeting of stockholders or by written consent involving a contest
for the election of directors who, immediately prior to such
meeting or written consent, did not constitute a majority of the
Board of Directors;
(iv) the sale of all or substantially all of the assets of the
Company to any person or entity that is not a wholly owned
Subsidiary; or
(v) the approval by the stockholders of the Company of any
plan or proposal for the liquidation of the Company or its
Subsidiaries, other than into the Company.
(d) Payment for Shares. The purchase price of each Share
purchased upon the exercise of any Option shall be paid in full at the
time of such purchase, and a stock certificate representing Shares so
purchased shall be delivered to the person entitled thereto. Until the
stock certificate for such Shares is issued in the Optionee's name, the
Optionee shall have no rights of a stockholder. Payment may be made in
whole or in part in cash or, if the Committee so permits, in Common
Stock owned by the Optionee without restriction for the preceding six
months valued at Fair Market Value on the date preceding the date the
Option is exercised. The Committee may permit an Optionee to pay the
purchase price by irrevocably authorizing a third party to sell Shares
acquired upon exercise of the Option and remit to the Company a
sufficient portion of the sale proceeds to pay the purchase price and
any tax withholding resulting from the exercise of the Option. It shall
be a condition to the performance of the Company's obligation to issue
or transfer Shares upon exercise of an Option that the Optionee pay, or
make provision satisfactory to the Company for the payment of, any taxes
(other than stock transfer taxes) which the Company is obligated to
collect with respect to the issue or transfer upon such exercise. The
Committee may provide the Optionee with the right to satisfy minimum
required federal or state tax withholding obligations by delivery of
previously owned shares of Common Stock or electing the withholding of
Shares otherwise issuable upon exercise of a non-qualified Option, the
Fair Market Value of which does not exceed the amount to cover any
federal and state tax obligations (including FICA) incurred in
connection with the exercise of the Option.
(e) Termination of Options. Unless otherwise provided in an
Option agreement or otherwise agreed to by the Committee:
(i) upon the death or Permanent Disability of an Optionee,
any Option granted to the Optionee shall become fully exercisable
to the extent of all unexercised Shares pertaining to such Option,
and may be exercised by the Optionee, or in the case of death, by
the Optionee's estate or a person who acquires the right to
exercise such Option by bequest, inheritance or transfer (if
transferability were specifically provided for in the Option
agreement) until the earlier of (I) the remaining Option Term and
(II) the first anniversary of such death or disability;
(ii) upon the Retirement of an Optionee, any Option granted to
the Optionee may be exercised by the Optionee to the extent
exercisable on the date of such retirement until the earlier of (I)
the remaining Option Term and (II) the third anniversary of such
retirement;
(iii) upon the resignation or expiration of the term of
office of a director who does not stand for reelection, or upon the
resignation of an employee with the consent of the Company, any
Option granted to the Optionee may be exercised by the Optionee to
the extent exercisable on the date of such resignation or
expiration of term of office until the earlier of (I) the remaining
Option Term and (II) the 91st day following such resignation or
expiration; provided, that in the event of the death of the
Optionee after such resignation or expiration but prior to the end
of such period of exercisability, the period during which the
Option may be exercise shall be extended until the earlier of (I)
the remaining Option Term and (II) the first anniversary of such
resignation or expiration; and
(iv) upon termination of an Optionee's employment, other than
as provided in subsections 7(e)(i)-(iii), all Options granted to
the Optionee shall terminate immediately at such termination of
employment.
Options granted under the Plan shall not be affected by any change of
employment so long as the Optionee continues to be an employee of the
Company or any of its subsidiaries. The Option agreement may contain
such provisions as the Committee shall approve with respect to the
effect of approved leaves of absence. Cessation of any corporation's
relationship with the Company as a subsidiary shall constitute a
"termination of employment" hereunder as to individuals employed by that
corporation.
8. Director Deferred Stock Program. Each Non-Employee Director shall
be eligible to participate in the Director Deferred Stock Program through
deferral of part or all of such director's cash compensation into Deferred
Stock Units, as participation in such program shall be provided for by the
Board of Directors from time to time.
(a) Deferred Stock Account. Subject to the availability of Shares
under the Plan, the Board of Directors may in its discretion provide
that part or all of the compensation of Non-Employee Directors otherwise
payable in cash to each Non-Employee Director be payable, either
mandatorily and/or at the election of each Non-Employee Director, in
Deferred Stock Units. Deferred Stock Units shall be held in a Deferred
Stock Account for each Non-Employee Director in accordance with the
provisions of the Director Deferred Stock Program.
(b) Mandatory Deferral. To the extent any cash compensation to a
Non-Employee Director shall be mandatorily payable in Deferred Stock
Units, in lieu of paying such compensation in cash the Company shall
credit the Deferred Stock Account for each Non-Employee Director the
number of Deferred Stock Units equal to the quotient of the amount of
cash to be deferred divided by the Fair Market Value per share of Common
Stock on the date of credit.
(c) Elective Deferral. To the extent provided in the Director
Deferred Stock Program, each Non-Employee Director may elect to defer
all or part of his eligible cash compensation relating to the
forthcoming year by filing, not later than the date of the Company's
annual meeting of stockholders, an irrevocable election with the Company
on a form provided for that purpose. The election shall be effective
for compensation payable for services rendered during the year
commencing the day after the Company's annual meeting of stockholders.
The election form shall specify an amount to be deferred in increments
of $1,000. In lieu of paying such elected amount of compensation, the
Company shall credit the Deferred Stock Account of each Non-Employee
Director electing a deferral the number of Deferred Stock Units equal to
the product of 1.5 multiplied by the amount of compensation elected for
deferral, divided by the Fair Market Value per share of Common Stock on
the date of credit.
(d) Dividends. Each time a dividend shall be paid on Common
Stock, other than a dividend of capital stock of the Company, each
Deferred Stock Account shall be credited with additional Deferred Stock
Units equal to the product of the dividend payment amount (or, if other
than in cash, the fair market value thereof) per share multiplied by the
number of Deferred Stock Units credited to the Deferred Stock Account as
of the record date for the dividend, divided by the Fair Market Value of
the Common Stock on the dividend payment date.
(e) Adjustments. In the event of a stock dividend, stock split or
combination of shares of Common Stock, recapitalization,
reclassification, merger or other similar capital or corporate structure
change of the Company, then the number and the rights and privileges of
Deferred Stock Units in each Deferred Stock Account shall be adjusted in
a like manner as if the Deferred Stock Units had been issued and
outstanding shares of Common Stock at the time of such occurrence.
(f) Payment. The balance of each Non-Employee Director's Deferred
Stock Account shall be paid to such director on the first of the month
following the 90th day after such director terminates his position as a
Non-Employee Director. Each Deferred Stock Unit shall be exchanged for
a whole share of Common Stock. Any fractional Deferred Stock Unit shall
be paid in cash based on the Fair Market Value of the Common Stock on
the date of such termination.
(g) Non-Assignability. The right of a Non-Employee Director or
any person claiming under such director to receive payments from any
Deferred Stock Account may not be assigned, transferred, pledged,
anticipated, commuted or encumbered except by will or the laws of
descent and distribution, nor shall a Deferred Stock Account be subject
to seizure for payment of any debts or judgment of any Non-Employee
Director or any person claiming through or under such director.
9. Adjustments. In the event of a stock dividend or stock split,
unless the Committee shall determine otherwise, (i) the number of Shares at
the time of such stock dividend or stock split issuable under the Plan
pursuant to Options or in exchange for Deferred Stock Units, (ii) the
limitation on the maximum number of Shares underlying Options that may be
granted to one person and (iii) the number of Shares subject to any
outstanding Option shall each be increased in direct proportion to the
increase in the number of shares of Common Stock by reason of such stock
dividend or stock split, and the exercise price per Share of any outstanding
Option shall be proportionately decreased; provided that the adjusted number
of Shares shall always be a whole number with any fractional Shares being
deleted therefrom. In the event of a combination of shares,
recapitalization, reclassification, merger or other similar capital or
corporate structure change of the Company, the Committee may, in its
discretion, adjust (i) the number of Shares at the time of such change
issuable under the Plan pursuant to Options or in exchange for Deferred Stock
Units, (ii) the limitation on the maximum number of Shares underlying Options
that may be granted to one person, (iii) the number of Shares subject to any
outstanding Option and/or the exercise price thereof and (iv) such other
provisions of the Plan or outstanding Options that the Committee determines
to be appropriate or advisable, including without limitation, changing the
security into which the Option is exercisable, terminating the Option with
prior notice to the Optionee, and exchanging the Option for cash, another
option or other security.
10. Effective Date; Stockholder Approval; Term. The Plan shall become
effective on the date of the last to occur of the (i) adoption of the Plan by
the Board of Directors and (ii) approval of the Plan, within 12 months of
such adoption, by the holders of a majority of the Common Stock present and
voting on the Plan at a duly held meeting of stockholders if holders of a
majority of the outstanding Common Stock vote on the proposal. No Option
shall be granted after the 10th anniversary of the Plan's effective date (or,
if earlier, the 10th anniversary of the adoption of the Plan in the case of
an Incentive Stock Option) or the earlier suspension or termination of the
Plan in accordance with its terms. The Plan shall terminate on the 10th
anniversary of the Plan's effective date or on such earlier date as it may be
terminated under the provisions of Section 11 hereof; provided that each
Option granted prior to such date shall remain in effect in accordance with
its terms and each Deferred Stock Account shall be credited with dividends
and subject to adjustment until full payment of such Deferred Stock Account.
11. Amendment or Discontinuance of the Plan. The Board of Directors
may, insofar as permitted by law and subject to the limitations contained in
the Plan, at any time or from time to time, suspend or terminate the Plan or
revise or amend it in any respect whatsoever, except that, without
appropriate approval of the stockholders of the Common Stock, no such
revision or amendment shall increase the maximum number of Shares subject to
the Plan, increase the maximum number of Shares covered by Options that may
be granted to one person, change the designation of the class of employees
eligible to receive options or decrease the minimum exercise price at which
Options may be granted.
12. Applicable Laws or Regulations and Notification of Disposition.
The Company's obligation to sell and deliver Shares under an Option is
subject to such compliance as the Company deems necessary or advisable with
federal and state laws, rules and regulations applying to the authorization,
issuance, listing or sale of securities. The Company may also require in
connection with any exercise of an Incentive Stock Option that the Optionee
agree to notify the Company when making any disposition of the Shares,
whether by sale, gift, or otherwise, within two years of the date of grant or
within one year of the date of exercise.
13. No Employment Right, No Obligation to Exercise Option. Nothing
contained in the Plan, or in any Option, shall confer upon any Optionee any
right to continued employment by the Company or any of its Subsidiaries or to
continued membership on the Board of Directors of the Company or limit in any
way the right of the Company or any of its Subsidiaries to terminate the
Optionee's employment at any time.
14. No Implied Rights. No person shall, by reason of participation in
the Plan, acquire any right in or title to any assets, funds or property of
the Company or any Subsidiary. Rights conferred under the Plan are solely
contractual rights to Shares, if any, payable under the Plan, unsecured by
any assets of the Company or any Subsidiary.
15. Definitions. As used in this Plan, the following definitions
shall apply:
(a) "Board of Directors" shall mean the Board of Directors of the
Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(c) "Committee" shall mean the Compensation Committee of the Board
of Directors or, in the case of granting an Option and determining its
terms and conditions, the Board of Directors, if the Board of Directors
so determines.
(d) "Common Stock" shall mean the Company's common stock, par
value $1.00 per share.
(e) "Company" shall mean Pier 1 Imports, Inc. or any successor.
(f) "Deferred Stock Account" shall mean an appropriate bookkeeping
account or record maintained by the Company denominated in Deferred
Stock Units for the sole purpose of measuring and determining the number
of shares of Common Stock to be delivered to the Non-Employee Director
in exchange for Deferred Stock Units. The Deferred Stock Account shall
not constitute or be treated as an escrow or trust fund of any kind, but
shall constitute an unfunded, unsecured liability of the Company to make
payments in accordance with the provisions of the Director Deferred
Stock Program. The Non-Employee Director shall not be entitled to
redeem, exchange or otherwise receive any amount from the Deferred Stock
Account except as provided in the Director Deferred Stock Program.
(g) "Deferred Stock Unit" shall mean a unit of credit of the
Deferred Stock Account representing one share of Common Stock. If the
Company shall declare and pay a dividend on the Common Stock in capital
stock other than Common Stock or the Company shall engage in a
recapitalization, reclassification, merger or other transaction to
change the capital or corporate structure of the Company, then in
accordance with Section 8(e) hereof, Deferred Stock Units shall
represent such other capital stock in place of or in addition to Common
Stock, and references to Common Stock with respect to Section 8 hereof
shall in addition mean, as appropriate, such other capital stock. In
such an event, a Deferred Stock Account may be denominated in separate
classes of Deferred Stock Units representing different classes of
capital stock. In any calculation of Deferred Stock Units to be
credited to a Deferred Stock Account, the number of Deferred Stock Units
shall be rounded to the nearest one-hundredth of a unit.
(h) "Director Deferred Stock Program" shall mean the program of
the Company authorized in Section 8 hereof and as specifically
instituted, amended or suspended from time to time by the Board of
Directors.
(i) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
(j) "Fair Market Value" shall be the applicable day's closing
sales price of the security as reported for consolidated transactions on
the principal exchange on which such security is listed or admitted to
trading, or, if no sales occur on that date, the price on the most
recent trading day prior thereto, or, if the security is not listed or
admitted to trading on a national securities exchange, the average of
the highest bid and lowest ask prices on such day as reported the
National Association of Securities Dealers or a comparable service.
(k) "Incentive Stock Option" shall mean a stock option qualifying
under Section 422 of the Code.
(l) "Non-Employee Director" shall mean a member of the Board of
Directors of the Company who is not an officer or employee of the
Company or any Subsidiary.
(m) "Option" shall mean a non-qualified stock option or an
Incentive Stock Option granted pursuant to the Plan.
(n) "Optionee" shall mean a holder of an Option.
(o) "Option Term" shall mean the period during which an Option may
be exercised, which shall be 10 years from the date of grant thereof
unless a shorter period is provided by the Committee or by a provision
of the Plan.
(p) "Permanent Disability" shall mean long-term disability as
defined in the Company's employee long-term disability plan.
(q) "Plan" shall mean the Pier 1 Imports, Inc. 1999 Stock Option
Plan.
(r) "Retirement" shall mean (i) as to an employee, the separation
from employment, other than by the Company for cause, after the earlier
of (I) completing 15 years of service with the Company or any Subsidiary
and attaining age 55 or (II) attaining age 65, and (ii) as to a
director, ceasing to be a member of the Board of Directors, other than
by reason of death, disability or removal from office, after attaining
age 70.
(s) "Shares" shall mean shares of Common Stock subject to Options
or deliverable in exchange for Director Deferred Stock Units pursuant to
the Plan.
(t) "Subsidiary" shall mean any corporation or other entity of
which at least 50% of the voting securities are owned directly or
through one or more Subsidiaries.
EXHIBIT 5
Kelly, Hart & Hallman
a professional corporation
201 Main Street
Fort Worth, Texas 76102
October 1, 1999
Pier 1 Imports, Inc.
301 Commerce Street, Suite 600
Fort Worth, Texas 76102
Re: Registration Statement on Form S-8
Pier 1 Imports, Inc. 1999 Stock Plan
Gentlemen:
This firm has acted as counsel to Pier 1 Imports, Inc., a Delaware
corporation (the "Company"), in connection with the filing of a registration
statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, for the
registration of the sale from time to time of 7,000,000 shares of common stock,
par value $1.00 per share (the "Shares"), of the Company under the Pier 1
Imports 1999 Stock Plan.
In connection with this opinion, we have made the following assumptions:
(i) all documents submitted to or reviewed by us, including all amendments and
supplements thereto, are accurate and complete and if not originals are true and
correct copies of the originals; (ii) the signatures on each of such documents
by the parties thereto are genuine; (iii) each individual who signed such
documents had the legal capacity to do so; and (iv) all persons who signed such
documents on behalf of a corporation were duly authorized to do so. We have
assumed that there are no amendments, modifications or supplements to such
documents other than those amendments, modifications and supplements that are
known to us.
Based on the foregoing, and subject to the limitations and qualifications
set forth herein, we are of the opinion that the Shares have been duly
authorized by the Company and, when issued against payment therefor in
accordance with the Company's 1999 Stock Plan, will be validly issued, fully
paid and non-assessable.
This opinion is further limited and qualified in all respects as follows:
A. The opinion is specifically limited to matters of the existing
General Corporation Law of the State of Delaware. We express no opinion
as to the applicability of the laws of any other particular jurisdiction
to the transactions described in this opinion.
B. This opinion is limited to the specific opinions stated herein,
and no other opinion is implied or may be inferred beyond the specific
opinions expressly stated herein.
C. This opinion is based on our knowledge of the law and facts as of
the date hereof. We assume no duty to update or supplements this opinion
to reflect any facts or circumstances that may hereafter come to our
attention or to reflect any changes in any law that may hereafter occur or
become effective.
This opinion is intended solely for your benefit. It is not to be quoted
in whole or in part, disclosed, made available to or relied upon by any other
person, firm or entity without our express prior written consent.
We hereby consent to the use of this opinion in the above-referenced
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Respectfully submitted,
/s/ Kelly, Hart & Hallman
KELLY, HART & HALLMAN
(a professional corporation)
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-_____) pertaining to the Pier 1
Imports, Inc. 1999 Stock Plan and to the incorporation by reference therein of
our reports dated April 12, 1999, with respect to the consolidated financial
statements and schedule of Pier 1 Imports, Inc. included or incorporated by
reference in its Annual Report (Form 10-K) for the year ended February 27, 1999,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young
Fort Worth, Texas
October 1, 1999
