As filed with the Securities and Exchange Commission on April 5, 2000
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. STOCK PURCHASE PLAN
(Full Title of the Plan)
J. Rodney Lawrence
Senior 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
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(2)
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Common Stock,
$1.00 par value 1,000,000 $9.00 $9,000,000 $2,376.00
- -----------------------------------------------------------------------------
(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 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 March 29,
2000.
<PAGE>
This Registration Statement registers additional securities to be issued
under the Pier 1 Imports, Inc. Stock Purchase Plan. The contents of the
earlier registration statements, Nos. 33-61475, 33-50278 and 33-38530, are
incorporated herein by reference.
The following exhibits are filed as part of this Registration Statement:
Exhibit Description
23 Consent of Ernst & Young LLP.
24 Power of Attorney (included on the signature page of this
registration statement).
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
on such reports given on the authority of such 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
April 5, 2000.
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 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.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons on April
5, 2000, 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, Chief Financial
Charles H. Turner Officer and Treasurer
/s/ SUSAN E. BARLEY Principal Accounting Officer
Susan E. Barley
/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
23 -- Consent of Ernst & Young LLP
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
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. Stock Purchase 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
Fort Worth, Texas
April 3, 2000
