UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
PIER 1 IMPORTS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 75-1729843 | |
| (State or Other Jurisdiction of Incorporation) |
(IRS Employer Identification No.) |
| 100 Pier 1 Place, Fort Worth, Texas | 76102 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
| Series A Junior Participating Preferred Stock Purchase Rights |
New York Stock Exchange |
If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒
If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐
Securities Act registration statement file number to which this form relates:
N/A (if applicable).
Securities to be registered pursuant to Section 12(g) of the Act:
None.
EXPLANATORY NOTE
This Form 8-A/A is filed by Pier 1 Imports, Inc., a Delaware corporation (the “Company”), to reflect the expiration of the preferred stock purchase rights (the “Rights”) registered on Form 8-A filed by the Company with the Securities and Exchange Commission on September 28, 2016.
| Item 1. | Description of Registrant’s Securities to be Registered. |
On June 22, 2017, the date of the 2017 annual meeting of the shareholders of the Company, in accordance with the terms of that certain Shareholder Rights Protection Agreement (the “Rights Agreement”), dated as of September 27, 2016, between the Company and Computershare Inc., the rights issued thereunder expired. On June 28, 2017, the Company filed with the Secretary of State of the State of Delaware a Certificate of Elimination (the “Certificate of Elimination”), which, effective upon filing, eliminated from the Company’s Certificate of Incorporation all matters set forth in the Company’s Certificate of Designation and Terms of Series A Junior Participating Preferred Stock of Pier 1 Imports, Inc., par value $1.00 per share (the “Series A Preferred Stock”), as filed with the Secretary of State of the State of Delaware on September 28, 2016. The Company’s shareholders are not required to take any action as a result of the expiration of the Rights Agreement. No shares of the Series A Preferred Stock were issued and outstanding at the time of filing of the Certificate of Elimination.
The foregoing is a summary of the terms of the Certificate of Elimination. The summary does not purport to be complete and is qualified in its entirety by reference to the Certificate of Elimination, a copy of which is filed with this Registration Statement on Form 8-A/A as Exhibit 3.1 and is incorporated by reference herein.
| Item 2 | Exhibits. |
3.1 Certificate of Elimination of Series A Junior Participating Preferred Stock of Pier 1 Imports, Inc., dated as of June 28, 2017
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| PIER 1 IMPORTS, INC. | ||
| (Registrant) | ||
| By: | /s/ Michael A. Carter | |
| Name: | Michael A. Carter | |
| Title: | Executive Vice President | |
| Compliance and General Counsel, Secretary | ||
Date: June 29, 2017
EXHIBIT INDEX
| Exhibit | Description | |
| 3.1 | Certificate of Elimination of Series A Junior Participating Preferred Stock of Pier I Imports, Inc., dated as of June 28, 2017 | |