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): July 613, 2020 (July 18, 2020)

PIER 1 IMPORTS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	001-07832	75-1729843
(State or other jurisdictionof incorporation)	(~~Commission~~CommissionFile ~~File~~ Number)	(IRS EmployerIdentification No.)
685 JOHN B SIAS MEMORIAL PARKWAY, SUITE 255 FORT WORTH, TEXAS		76134
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (817) 252-8000

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.001 per share*

PIRRQ*

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. ☐

(1) On February 18, 2020, the New York Stock Exchange (“NYSE”) notified Pier 1 Imports, Inc. that it would apply to the Securities and Exchange Commission (the “SEC”) to delist the common stock of Pier 1 Imports, Inc. upon completion of all applicable procedures. A Form 25 was filed with the SEC by the NYSE on March 3, 2020 and the delisting of the common stock became effective 10 days later. The deregistration of the common stock under section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) became effective on June 1, 2020. The common stock will remain registered under Section 12(g) of the Exchange Act.

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On July 18, 2020, Pier 1 Imports, Inc., a Delaware corporation ( “Pier 1”), ~~and~~held ~~certain~~an auction of its ~~subsidiaries~~assets ~~(together~~pursuant ~~with~~to ~~Pier~~bidding 1,procedures ~~the~~and ~~“Sellers”)~~auction ~~entered~~terms ~~into~~as anset ~~Asset~~forth ~~Purchase~~in ~~Agreement~~the (U.S. Bankruptcy Court for the Eastern District of Virginia (“~~Agreement~~Bankruptcy Court”) Order ~~with~~(i) Establishing ~~Pier~~Bidding ~~1 Imports Online~~Procedures, ~~Inc.,~~(ii) Scheduling aBid Deadlines ~~Delaware~~and ~~corporation~~an Auction, (~~“Purchaser”~~iii), Approving the Form and ~~Retail~~Manner ~~Ecommerce~~of ~~Ventures~~Notice ~~LLC~~thereof, a(iv) Approving ~~Delaware~~the ~~limited~~Form ~~liability company,~~of asAsset ~~guarantor~~Purchase Agreement, ~~pursuant~~(v) Authorizing toAssumption ~~which~~of the ~~Purchaser~~Plan ~~agreed~~Support toAgreement and ~~purchase~~(vi) Granting ~~from~~Related ~~the~~Relief, ~~Sellers~~dated ~~all~~February 18, ~~owned~~2020. ~~intellectual~~On ~~property~~July 9, ~~and~~2020, ~~data~~Pier 1 ~~and~~filed ~~other~~with ~~assets~~the ~~related~~Bankruptcy ~~primarily~~Court toNotice ~~the~~of ~~e-commerce~~Successful ~~business,~~and ~~excluding third-party~~Backup ~~software.~~Bidders ~~Pursuant~~with Respect to the ~~Agreement,~~Auction ~~the~~and ~~Purchaser~~Sale ~~agreed~~of toCertain ~~pay~~of the aDebtors’ ~~total~~Assets ~~purchase~~(the ~~price~~“Notice”) ofin ~~$20,075,000,~~which ~~subject~~Pier to1 ~~adjustment~~disclosed ~~only~~the ~~for~~successful ~~estimated~~bidders ~~taxes.~~with ~~The~~respect ~~Sellers~~to ~~made~~its ~~customary~~intellectual ~~representations~~property and ~~warranties~~certain ~~regarding~~unexpired ~~the~~leases ~~intellectual~~ of real property. ~~and~~The ~~the~~Notice ~~e-commerce~~is ~~business~~attached ~~assets~~hereto as Exhibit 99.1 and ~~liabilities~~is incorporated herein by reference.

~~Pier~~The 1sale ~~received~~hearing ~~offers~~at ~~from~~which ~~other parties~~Pier ~~and~~1 isshall ~~permitted~~seek ~~under~~ the ~~Agreement~~Bankruptcy toCourt’s ~~consider~~approval ~~higher~~of ~~and~~the ~~better~~sale ~~offers, including as part~~ of the assets ~~upcoming~~to ~~auction~~the ofsuccessful ~~its~~bidders, ~~assets~~will ~~scheduled~~be toheld ~~occur~~ on ~~or about~~ July 815, 2020, ~~pursuant~~at to2:00 ~~bidding procedures and auction terms as set forth in the U~~p.Sm. ~~Bankruptcy~~(prevailing ~~Court for the~~ Eastern ~~District of Virginia Order (i~~Time) Establishing Bidding Procedures, (ii) Scheduling Bid Deadlines and an Auction, (iii) Approving the Form and Manner of Notice thereof, (iv) Approving the Form of Asset Purchase Agreement, (v) Authorizing Assumption of the Plan Support Agreement and (vi) Granting Related Relief, dated February 18, 2020.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(a)— - (c) Not Applicable.

(d) Exhibits:

Exhibit No.		Description
10.1		Asset Purchase Agreement, dated as of July 1, 2020, by and among Pier 1 Imports Online, Inc., as purchaser, Retail Ecommerce Ventures LLC, as guarantor, Pier 1 Imports, Inc., and certain subsidiaries thereto, as sellers.
99.1		Notice of Successful and Backup Bidders with Respect to the Auction and Sale of Certain of the Debtors’ Assets, dated July 9, 2020.

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.

PIER 1 IMPORTS, INC.

Date: July 6, 2020

/s/ Robert Riesbeck

Date: July 13, 2020

/s/ Robert Riesbeck

/s/ Robert Riesbeck

Robert Riesbeck

Chief Executive Officer and Chief Financial Officer

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