Current Report Filing (8-k)
January 14 2019 - 4:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON
,
DC
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
11, 2019
PIER 1 IMPORTS, INC.
(Exact
Name of Registrant as Specified in Charter)
DELAWARE
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001-07832
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75-1729843
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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100 Pier 1 Place
Fort Worth, Texas
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76102
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code
817-252-8000
N/A
(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):
⃞
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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. ☐
Item 3.01
Notice of Delisting or
Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
On January 11, 2019, Pier 1 Imports, Inc. (the “Company”) received
notice (the “Delisting Notice”) from the New York Stock Exchange (the
“NYSE”) that it is no longer in compliance with NYSE continued listing
criteria set forth in Section 802.01C of the Listed Company Manual of
the NYSE that require listed companies to maintain an average closing
share price of at least $1.00 over a period of 30 consecutive trading
days.
Pursuant to Section 802.01C, the Company has a period of six months
following the receipt of the Delisting Notice to regain compliance with
the minimum share price requirement, with the possibility of extension
in the discretion of the NYSE. The Company plans to notify the NYSE
within 10 business days of its intent to cure the deficiency. The
Company can regain compliance with the minimum share price requirement
at any time during the six month cure period if, on the last trading day
of any calendar month during the cure period or on the last day of the
cure period, the Company has (i) a closing share price of at least
$1.00, and (ii) an average closing share price of at least $1.00 over
the 30 trading-day period ending on such date.
The Delisting Notice has no immediate impact on the listing of the
Company’s common stock, which will continue to be listed and traded on
the NYSE during the cure period under the common stock trading symbol
“PIR”, subject to the Company’s continued compliance with the other
listing requirements of the NYSE. However, the common stock trading
symbol will have an added designation of “.BC” to indicate that the
status of the common stock is “below compliance” with the NYSE continued
listing standards. The “.BC” indicator will be removed at such time as
the Company regains compliance.
The NYSE notification does not affect Pier 1’s business operations or
its Securities and Exchange Commission reporting requirements, and does
not conflict with or cause an event of default under any of the
Company’s material debt or other agreements.
Item 7.01 Regulation FD Disclosure.
On January 14, 2019, the Company issued a press release announcing the
receipt of the Delisting Notice. A copy of the press release is
furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1
Press
Release, dated January 14, 2019, addressing NYSE listing standards
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 14, 2019
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By:
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/s/ Nancy A. Walsh
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Nancy A. Walsh, Executive Vice President and Chief Financial
Officer
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