Current Report Filing (8-k)
January 22 2015 - 4:05PM
Edgar (US Regulatory)
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) January 16, 2015
PIER 1 IMPORTS, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-07832
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75-1729843
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(State or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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100 Pier 1 Place, Fort Worth, Texas 76102
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(Address of principal executive offices, including zip code)
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817-252-8000
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(Registrant’s telephone number, including area code)
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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):
⃞
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 8.01
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Other Events.
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On January 16, 2015, Gregory S. Humenesky, the Executive Vice
President – Human Resources of Pier 1 Imports, Inc. (the “Company”),
adopted a 10b5-1 stock trading plan. Mr. Humenesky’s plan provides
for the sale of shares of the Company’s common stock issuable upon
exercise of options granted to Mr. Humenesky on March 3, 2005 and
July 1, 2005. Under the plan, beginning on February 17, 2015, a
brokerage firm will be authorized to periodically exercise Mr.
Humenesky’s stock options and sell the issued shares provided the
stock price is above certain levels. The plan expires on July 17,
2015. The maximum number of shares that can be sold over the
duration of the plan is 25,000 shares to be received upon exercise
of stock options.
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The foregoing trading plan is intended to comply with Rule 10b5-1 of
the Securities Exchange Act of 1934, as amended, and the Company’s
insider trading policy. Rule 10b5-1 allows individuals who are not
in possession of material, non-public information at the time a
stock trading plan is adopted to establish prearranged written plans
to buy or sell a specified number of shares of a company’s stock.
Trading under the foregoing plan is generally based on reaching
certain pre-determined minimum price conditions. The foregoing
trading plan provides for option exercises and stock sales over a
set period of time with the goals of minimizing any market impact
from such stock sales, gradually diversifying the individual’s
investment portfolio and allowing the individual to exercise options
before the dates on which they will expire, while maintaining such
individual's compliance with the Company's voluntary stock ownership
guidelines.
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The transactions under the foregoing trading plan will be disclosed
publicly through Form 4 and Form 144 filings with the Securities and
Exchange Commission, to the extent required by law.
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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.
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PIER 1 IMPORTS, INC.
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Date:
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January 22, 2015
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By:
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/s/ Michael A. Carter
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Michael A. Carter, Senior Vice President –
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Compliance and General Counsel, Secretary
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