Attached files

file filename
EX-31.1 - CERTIFICATION OF CFO - CPI CORPexh31_1.htm
EX-31.2 - CERTIFICATION OF CEO - CPI CORPexh31_2.htm
EX-32.0 - CERTIFICATION OF CFO AND CEO - CPI CORPexh32_0.htm
EX-10.41 - EXECUTIVE CHAIRMAN AGREEMENT - CPI CORPexh10_41.htm
EX-10.42 - AMENDMENDMENT TO AND AMENDED/RESTATED LICENSE AGREEMENT-TOYS "R" US - CPI CORPexh10_42.htm


 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)
(Mark One)

x   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended February 6, 2010                                                                                or

o    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________________ to ____________________

Commission file number 1-10204

CPI Corp.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)
 
1706 Washington Ave., St. Louis, Missouri
(Address of principal executive offices)
43-1256674
(I.R.S. Employer Identification No.)
 
63103
(Zip Code)

Registrant’s telephone number, including area code: 314/231-1575

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

Title of each class
Common Stock, par value $0.40 per share
Name of each exchange on which registered
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   oYes    x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  o Yes    x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes    o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    o Yes   o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,”  “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer o           Non-accelerated filer o             Accelerated filer x   Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   o Yes    x No

As of July 25, 2009, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $93,102,000 based on the closing sales price of the common stock as reported on the New York Stock Exchange.

As of April 16, 2010, 7,296,920 shares of the registrant’s common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None.
 



 
 
 
 


INTRODUCTORY NOTE
 
CPI Corp. (“CPI”, the “Company” or “we”) is filing this Amendment No. 1 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 6, 2010, as originally filed on April 22, 2010, with the Securities and Exchange Commission (referred to as the “Original Filing”).  Specifically, this amendment amends the cover page of the Original Filing and the “Shareholders of Record” Section under Part II, Item 5 to correct the number of shares of the registrant’s common stock that were outstanding on April 16, 2010.  This information was inaccurately reported in the Original Filing.  Additionally. Exhibits 10.41 and 10.42 have been refiled to denote that confidential treatment has been requested for portions of these documents.  This Amendment No. 1 does not reflect events occurring after the date of the Original Filing or modify or update those disclosures affected by subsequent events.
 

 
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            TABLE OF CONTENTS    
 
     
 
PART II
       
         
Item 5.
 
Market for Registrant's Common Equity, Related Stockholder
   
     
Matters and Issuer Purchases of Equity Securities
 
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Signatures
 
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Forward-Looking Statements

The statements contained in this report, and in particular in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve risks and uncertainties.  The Company identifies forward-looking statements by using words such as "preliminary," "plan," "expect," "looking ahead," "anticipate," "estimate," "believe," "should," "intend," and other similar expressions.  Management wishes to caution the reader that these forward-looking statements, such as the Company’s outlook for portrait studios, net income, future cash requirements, cost savings, compliance with debt covenants, valuation allowances, reserves for charges and impairments and capital expenditures, are only predictions or expectations; actual events or results may differ materially as a result of risks facing the Company.  A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section entitled “Risk Factors” included in the Company's 2009 Annual Report on Form 10-K for the fiscal year ended February 6, 2010, as originally filed on April 22, 2010 with the Securities and Exchange Commission.  The Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.


 
 
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PART II
 
 
Item 5.   Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
Shareholders of Record

As of April 16, 2010, the closing sales price of the Company’s common stock was $14.95 per share with 7,296,920 shares outstanding and 1,287 holders of record.




 
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SIGNATURES

           Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 23rd day of April 2010.

 
 
 
CPI CORP.
 
       
 
By:
/s/Dale Heins
 
   
Dale Heins
 
   
Senior Vice President, Finance,
 
   
Chief Financial Officer and Treasurer
 
 

 

 

 
Date: April 23, 2010


 
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