-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bpu+M4Ah8E7jjX9x59fxHBcYpsD2/E2N0txuklMoczYRC+IAoQvrLHB97nD0LZZH ukNPPjY1IFis+LXPwyq58g== 0000950134-03-008807.txt : 20030602 0000950134-03-008807.hdr.sgml : 20030602 20030602152108 ACCESSION NUMBER: 0000950134-03-008807 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030602 EFFECTIVENESS DATE: 20030602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIER 1 IMPORTS INC/DE CENTRAL INDEX KEY: 0000278130 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700] IRS NUMBER: 751729843 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-105768 FILM NUMBER: 03728034 BUSINESS ADDRESS: STREET 1: 301 COMMERCE ST STE 600 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178788000 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 600 CITY: FORT WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: PIER 1 INC DATE OF NAME CHANGE: 19860921 FORMER COMPANY: FORMER CONFORMED NAME: PIER 1 IMPORTS INC/GA DATE OF NAME CHANGE: 19840729 FORMER COMPANY: FORMER CONFORMED NAME: NEWCORP INC DATE OF NAME CHANGE: 19800423 S-8 1 d06464sv8.txt FORM S-8 As filed with the Securities and Exchange Commission on June 2, 2003 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 EXECUTIVE 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 ================================================================================
TITLE OF EACH CLASS PROPOSED PROPOSED OF SECURITIES TO BE AMOUNT MAXIMUM MAXIMUM AMOUNT OF REGISTERED TO BE OFFERING PRICE AGGREGATE REGISTRATION REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) Fee(2) - --------------------------------------- ------------- -------------- ----------------- ------------ Common Stock, $1.00 par value 1,000,000 $18.985 $18,985,000 $1,535.89 ================================================================================================================
(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 any future stock splits, stock dividends and similar transactions. (2) 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 May 27, 2003. ================================================================================ 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. 333-34100, 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 ------- ----------- 23.1 Consent of Ernst & Young LLP. 24.1 Power of Attorney (included on signature page of Registration Statement).
EXPERTS The consolidated financial statements of Pier 1 Imports, Inc. incorporated by reference in Pier 1 Imports, Inc.'s Annual Report (Form 10-K) for the year then ended March 1, 2003, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon incorporated by reference therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing. 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 June 2, 2003. 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 MARVIN J. GIROUARD 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 2nd day of June 2003, in the capacities indicated.
SIGNATURE TITLE OR CAPACITY --------- ----------------- /s/ MARVIN J. GIROUARD Chairman of the Board and Chief Executive Officer - ------------------------------------ Marvin J. Girouard /s/ CHARLES H. TURNER Executive Vice President, Chief Financial Officer - ------------------------------------ Charles H. Turner and Treasurer /s/ SUSAN E. BARLEY Principal Accounting Officer - ------------------------------------ Susan E. Barley /s/ JOHN H. BURGOYNE Director - ------------------------------------ John H. Burgoyne /s/ MICHAEL R. FERRARI Director - ------------------------------------ Michael R. Ferrari /s/ JAMES M. HOAK, JR. Director - ------------------------------------ James M. Hoak, Jr. /s/ KAREN W. KATZ Director - ------------------------------------ Karen W. Katz /s/ TOM M. THOMAS Director - ------------------------------------ Tom M. Thomas
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 23.1 Consent of Ernst & Young LLP. 24.1 Power of Attorney (included on signature page of Registration Statement).
EX-23.1 3 d06464exv23w1.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement on Form S-8 (Registration No. 333- ) pertaining to the Pier 1 Imports, Inc. Stock Purchase Plan and to the incorporation by reference therein of our report dated April 4, 2003, with respect to the consolidated financial statements of Pier 1 Imports, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended March 1, 2003, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Fort Worth, Texas May 27, 2003 -----END PRIVACY-ENHANCED MESSAGE-----