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): September 9, 2008

Claire's Stores, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Florida	333-148108	59-0940416
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
3 S.W. 129th Avenue, Pembroke Pines, Florida		33027
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 954-433-3900

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On September 9, 2008, the board of directors and stockholders of Claire's Inc. ("Parent"), the parent of Claire's Stores, Inc. adopted an amendment to Parent's Amended and Restated Stock Incentive Plan to increase the number of shares available for issuance to 8,200,000 shares. The amendment is attached as Exhibit 10.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.
Not applicable
(b) Pro Forma Financial Information.
Not applicable
(c) Exhibits.
Exhibit 10.1—First Amendment to the Claire's Inc. Amended and Restated Stock
Incentive Plan

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.
September 12, 2008	By:	/s/ J. Per Brodin
		Name: J. Per Brodin
		Title: Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	First Amendment to the Claire's Inc. Amended and Restated Stock Incentive Plan

EX-10.1

EXHIBIT 10.1

FIRST AMENDMENT TO THE
CLAIRE’S, INC.
AMENDED AND RESTATED STOCK INCENTIVE PLAN

This First Amendment to the Claire’s Inc. Amended and Restated Stock Incentive Plan (the “Plan”), made effective as of September 9, 2008, by Claire’s Inc. (the “Parent”), the parent of Claire’s Stores, Inc. (the “Company”).

W I T N E S S E T H:

WHEREAS, the Plan was established to provide employees or directors of the Company or its Affiliates, who are in a position to contribute to the long-term success of the Company or its Affiliates, with Shares or Options to acquire Shares in the Company;

WHEREAS, the Parent believes that this incentive program will cause those individuals to increase their interest in the welfare of the Company and its Affiliates, and aid in attracting, retaining and motivating individuals of outstanding ability; and

WHEREAS, pursuant to Section 10 of the Plan, the Parent reserved the right to amend the Plan;

NOW, THEREFORE, effective as of September 9, 2008, the Plan is amended as follows:

1. The first sentence of Section 3 is hereby amended and restated to read as follows: “Subject to the provisions of Section 7, the total number of Shares that may be issued under the Plan shall not exceed 8,200,000.”

2. In all other respects, the Plan shall remain unchanged by this Amendment.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed the day and year first above written.