8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2011

Claire’s Stores, Inc.

(Exact name of registrant as specified in its charter)

Florida
(State or other jurisdiction
of incorporation) 333-148108
(Commission
File Number) 59-0940416
(I.R.S. Employer
Identification No.)

2400 West Central Road, Hoffman Estates, Illinois
(Address of principal executive offices) 60192
(Zip Code)

Registrant’s telephone number, including area code: (847) 765-1100

Not applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On February 17, 2011, the Company issued a press release announcing the pricing of $450 million aggregate principal amount of 8.875% senior secured second lien notes due 2019 in an offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

The Notes are being offered only to “qualified institutional buyers” in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States only to non-U.S. persons in reliance on Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

Item 9.01. Financial Statements and Exhibits.

          (d) Exhibits

Exhibit 99.1 Claire’s Stores, Inc. Press Release dated February 17, 2011

2

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Claire’s Stores, Inc.
Date: February 17, 2011	By:	/s/ J. Per Brodin
		Name:	J. Per Brodin
		Title:	Chief Financial Officer

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Claire’s Stores, Inc. Press Release dated February 17, 2011

4

EX-99.1

EXHIBIT 99.1

NEWS BULLETIN
RE: CLAIRE’S STORES, INC.
2400 WEST CENTRAL ROAD, HOFFMAN ESTATES, ILLINOIS 60192

Claire’s Stores, Inc. Announces
Pricing of $450 Million of 8.875% Senior Secured Second Lien Notes Due 2019

CHICAGO, Illinois, February 17, 2011 — Claire’s Stores, Inc. (the “Company”) today announced the pricing of $450 million aggregate principal amount of 8.875% senior secured second lien notes due 2019 (the “Notes”). The Notes were priced at par. The Notes will initially be issued by Claire’s Escrow Corporation (the “Escrow Issuer”), a wholly-owned first-tier subsidiary of the Company, created solely to issue the Notes. Settlement is scheduled to occur on March 4, 2011.

The Escrow Issuer will merge with and into the Company upon the availability of the Company’s financial statements for the fiscal year ended January 29, 2011 demonstrating compliance with certain existing debt covenants. Upon the merger, the Notes will be guaranteed by all of the Company’s direct or indirect wholly-owned domestic restricted subsidiaries which guarantee the Company’s senior secured credit facility and secured on a second-priority basis by all assets of the Company and the guarantors that are pledged as collateral to secure the Company’s senior secured credit facility. If the merger does not occur by March 31, 2011, the Notes will be redeemed at par plus all accrued but unpaid interest through the date of redemption.

The Company intends to use the net proceeds of the offering of the Notes to reduce outstanding indebtedness under the Company’s current credit facility.

The Notes are being offered only to “qualified institutional buyers” in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States only to non-U.S. persons in reliance on Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of any of the Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-looking Statements:

This press release contains various “forward-looking statements” which represent the Company’s current expectations or beliefs with respect to future events. Statements that are not historical are considered forward-looking statements. These forward-looking statements are based on the information available to, and the expectations and assumptions deemed reasonable by the Company at the time this press release is issued. Although the Company believes that the assumptions underlying such statements are reasonable, it can give no assurance that any future results or events discussed in these statements will be achieved. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. A description of such risks are included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2010 filed with the SEC on April 13, 2010, and the Company’s other filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances.

# # #