UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
(Amendment No. 3)

(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.      o  Yes     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.   x
 
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 November 12, 2010, 7,308,865 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. 3 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 (“SEC”) (referred to as the “Original Filing”).  The Company is filing this Amendment No. 3 to re-file Exhibit 10.42.  Exhibit 10.42, as re-filed, includes additional information in the exhibit that had been previously redacted in the original filing of Exhibit 10.42 pursuant to a request for confidential treatment.  The Company is still requesting confidential treatment for portions of Exhibit 10.42.

This Amendment No. 3 does not reflect events occurring after the date of the Original Filing or modify or update those disclosures affected by subsequent events, except as expressly indicated.






 
2
 
 

 
EXHIBIT INDEX
 
EXHIBIT
   
NUMBER
 
DESCRIPTION
     
(3.1)
 
Articles of Incorporation of the Company, incorporated by reference to CPI Corp.'s Annual Report for fiscal year 1989 on
   
Form 10-K, Exhibit 3.1, filed April 30, 1990.
     
(3.2)
 
Amended and Restated By-laws of the Company,  effective November 24, 2008, and incorporated by reference to CPI Corp.'s
   
Form 8-K, Exhibit 3.1, filed December 1, 2008.
     
(4.1)
 
Form of Rights Agreement, dated as of March 13, 2000, between CPI Corp. and Harris Trust and Savings Bank, incorporated
   
by reference to CPI Corp.'s Form 8-A, Exhibit 4.5, dated March 14, 2000.
     
(4.2)
 
First Amendment to Form of Rights Agreement, dated September 5, 2007, by and between CPI Corp. and Computershare
   
Trust Company, N.A., incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 4.1, filed September 6, 2007.
     
(4.3)
 
Second Amendment to Form of Rights Agreement, dated December 21, 2007, by and between CPI Corp. and Computershare
   
Trust Company, N.A., incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 4.1, filed December 21,2007.
     
(4.4)
 
Third Amendment to Form of Rights Agreement, dated March 12, 2010, by and between CPI Corp. and Computershare Trust
   
Company, N.A., incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.1, filed March 18, 2010.
     
(10.1)
 
License Agreement Sears, Roebuck De Puerto Rico, Inc., dated January 1, 1999, incorporated by reference to CPI Corp.'s
   
Annual Report for fiscal year 1998 on Form 10-K, Exhibit 10.30, filed May 5, 1999.
     
(10.2)*
 
Employment Agreement dated December 31, 2008, by and between Jane E. Nelson and CPI Corp., incorporated by reference to
   
CPI Corp.'s Form 8-K, Exhibit A within Exhibit 10.67, filed January 7, 2009.
     
(10.3)*
 
CPI Corp. 1981 Stock Bonus Plan (As Amended and Restated effective February 3, 1991), incorporated by reference to
   
CPI Corp.'s Annual Report for fiscal year 1992 on Form 10-K, Exhibit 10.29, filed May 5, 1993.
     
(10.4)*
 
First Amendment to CPI Corp. 1981 Stock Bonus Plan (As Amended and Restated effective February 3, 1991) effective
   
January 1, 1995, incorporated by reference to CPI Corp.'s Annual Report for fiscal year 2000 on  Form 10-K, Exhibit 10.30,
   
 filed May 3, 2001.
     
(10.5)*
 
CPI Corp. Deferred Compensation and Retirement Plan for Non-Management Directors (Amended and Restated as of
   
January 28, 2000), incorporated by reference to CPI Corp.'s Annual Report for fiscal year 2000 on Form 10-K, Exhibit 10.31,
   
filed May 3, 2001.
     
(10.6)*
 
Deferred Compensation and Stock Appreciation Rights Plan (Amended and Restated as of June 6, 1996), incorporated by
   
reference to CPI Corp.'s Annual Report for fiscal year 2000 on Form 10-K, Exhibit 10.32, filed May 3, 2001.
     
(10.7)*
 
CPI Corp. Stock Option Plan (Amended and Restated effective as of December 16, 1997), incorporated by reference to CPI
   
Corp.'s Annual Report for fiscal year  2000 on Form 10-K, Exhibit 10.34, filed May 3, 2001.
     
(10.8)*
 
CPI Corp. Key Executive Deferred Compensation Plan (As Amended and Restated June 6, 1996), incoporated by reference to
   
CPI Corp.'s Annual Report for fiscal year 2000 on Form 10-K, Exhibit 10.36, filed May 3, 2001.
     
(10.9)*
 
First Amendment dated September 30, 2002, to CPI Corp. Retirement Plan and Trust, incorporated by reference to CPI Corp.'s
   
Annual Report for fiscal year 2002 on Form 10-K, Exhibit 10.65, filed May 16, 2003.
     
(10.10)*
 
Second Amendment dated November 29, 2002, to CPI Corp. Retirement Plan and Trust, incorporated by reference to CPI
   
Corp.'s Annual Report for fiscal year 2002 on Form 10-K, Exhibit 10.66, filed May 16, 2003.
     
(10.11)*
 
Third Amendment dated February 6, 2004, to CPI Corp. Retirement Plan and Trust, incorporated by reference to CPI Corp.'s
   
Annual Report  for fiscal year 2003 on Form 10-K, Exhibit 10.73, filed April 21, 2004.
 

 
 
3
 
 

EHXIBIT INDEX (…continued)
 
EXHIBIT
   
NUMBER
 
DESCRIPTION
     
(10.12)*
 
CPI Corp. Restricted Stock Plan as Amended and Restated effective as of April 14, 2005, incorporated by reference to CPI
   
Corp.'s Annual Report for fiscal year 2004 on Form 10-K, Exhibit 10.86, filed April 21, 2005.
     
(10.13)*
 
CPI Corp. Performance Plan adopted effective as of April 14, 2005, incorporated by reference to CPI Corp.'s Annual Report
   
for fiscal year 2004  on Form 10-K, Exhibit 10.90, filed April 21, 2005.
     
(10.14)*
 
CPI Corp. Non-Employee Directors Restricted Stock Policy pursuant to the CPI Corp. Omnibus Incentive Plan effective as of
   
August 14, 2008, incorporated by reference to CPI Corp.'s Annual Report for fiscal year 2008 on Form 10-K, Exhibit 10.31,
   
filed April 23, 2009.
     
(10.15)*
 
CPI Corp. Non-Employee Directors Restricted Stock Policy (Restricted Stock Election), effective August 14, 2008, incorporated
   
by reference to CPI Corp.'s Annual Report for fiscal year 2008 on Form 10-K, Exhibit 10.33, filed April 23, 2009.
     
(10.16)*
 
Form of Option Agreement, incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.1, filed August 21, 2008.
     
(10.17)*
 
Form of Restricted Stock Award Agreement, incorporated by reference to CPI Corp.'s Annual Report for fiscal year 2004 on
   
Form 10-K, Exhibit 10.93, filed April 21, 2005.
     
(10.18)*
 
CPI Corp. Omnibus Incentive Plan, incorporated by reference to CPI Corp.'s Form DEF 14A, Annex A, filed June 23, 2008.
     
(10.19)*
 
Employment Agreement by and between CPI Corp. and Renato Cataldo, incorporated by reference to CPI Corp.'s Form 10-Q,
   
Exhibit 10.10, filed September 1, 2005.  File No.  1-10204
     
(10.20)*
 
Confidentiality, Noncompetition and Nonsolicitation Agreement by and between CPI Corp. and Renato Cataldo, incorporated
   
by reference to CPI Corp.'s Form 10-Q, Exhibit 10.104, filed September 1, 2005.
     
(10.21)*
 
Letter from the Company regarding Supplemental Retirement Benefits, dated June 28, 2006, delivered to Richard Tarpley,
   
incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.61, filed July 5, 2006.
     
(10.22)*
 
Letter from the Company regarding Supplemental Retirement Benefits, dated June 28, 2006, delivered to Jane E. Nelson,
   
incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.62, filed July 5, 2006.
     
(10.23)*
 
Employment Agreement dated September 12, 2007, by and between Thomas Gallahue and CPI Corp., incorporated by
   
reference to CPI Corp.'s Form 8-K, Exhibit 10.60, filed September 18, 2007.
     
(10.24)
 
Purchase and Sale Agreement dated as of May 1, 2007, by and among Portrait Corporation of America, PCA LLC, American
   
Studios, Inc., PCA Photo Corporation of Canada, PCA National LLC, PCA Finance Corp., Inc., Photo Corporation of
   
America, Inc., (each, a "Seller") and CPI Corp., incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 2.1, filed
   
May 3, 2007.
     
(10.25)
 
Amendment No. 1 to the Purchase and Sale Agreement dated as of May 1, 2007, by and among Portrait Corporation of America,
   
PCA LLC, American Studios, Inc., PCA Photo Corporation of Canada, PCA National LLC, PCA Finance Corp., Inc., Photo
   
Corporation of America, Inc., (each, a "Seller") and CPI Corp., such amendment effective as of May 21, 2007, incorporated by
   
reference to CPI Corp.'s Form 8-K, Exhibit 2.1, filed May 25, 2007.
     
(10.26)
 
Amendment No. 2 to the Purchase and Sale Agreement dated as of June 8, 2007, by and among Portrait Corporation of America,
   
PCA LLC, American Studios, Inc., PCA Photo Corporation of Canada, PCA National LLC, PCA Finance Corp., Inc., Photo
   
Corporation of America, Inc., (each, a "Seller") and CPI Corp., incorporated by reference to CPI Corp.'s Form 8-K,
   
Exhibit 2.3, filed June 24, 2007.
 

 
 
4
 
 

EHXIBIT INDEX (…continued)
 
EXHIBIT
   
NUMBER
 
DESCRIPTION
     
(10.27)
 
Second Amended and Restated Credit Agreement dated as of June 8, 2007, among the Company, the financial institutions that
   
are or may from time to time become parties thereto and LaSalle Bank National Association, as administrative agent and arranger
   
for the lenders, incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.1, filed June 14, 2007.
     
(10.28)
 
First Amendment to that certain Second Amended and Restated Credit Agreement, among the Company, the financial institutions
   
that are or may from time to time become parties thereto and LaSalle Bank National Association, as administrative agent and
   
arranger for the lenders, dated June 8, 2007, incorporated by reference to CPI Corp.'s Annual Report for fiscal year 2009 on
   
Form 10-K, Exhibit 10.28, filed April 22, 2010.
     
(10.29)
 
Second Amendment to that certain Second Amended and Restated Credit Agreement, among the Company, the financial
   
institutions that are or may from time to time become parties thereto and LaSalle Bank National Association, as administrative
   
agent and arranger for the lenders, dated December 10, 2008, incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.1,
   
filed December 19, 2008.
     
(10.30)
 
Third Amendment to that certain Second Amended and Restated Credit Agreement, among the Company, the financial
   
institutions that are or may from time to time become partites thereto and Bank of America, N.A., as successor to LaSalle Bank
   
National Association, as administrative agent and arranger for the lenders, effective April 16, 2009, incorproated by reference to
   
CPI Corp.'s Form 8-K, Exhibit 10.47, filed April 21, 2009.
     
(10.31)
 
Master Lease Agreement between Wal-Mart Stores  East, L.P., Wal-Mart Stores, Inc., Wal-Mart Louisiana, LLC, Wal-Mart
   
Stores Texas, LP and Portrait Corporation of America, Inc., effective June 8, 2007, incorporated by reference to CPI Corp.'s
   
Form 10-Q, Exhibit 10.59, filed August 30, 2007.  (Confidential treatment requested for portions of this document).
     
(10.32)
 
First Amendment to the Master Lease Agreement between Wal-Mart Stores, East, LP, Wal-Mart Stores, Inc., Wal-Mart
   
Louisiana, LLC, Wal-Mart Stores Texas, LP and Portrait Corporation of America, Inc., effective June 8, 2007, incorporated by
   
reference to CPI Corp.'s Form 10-Q, Exhibit 10.60, filed December 20, 2007.
     
(10.33)
 
Second Amendment to the Master Lease Agreement between Wal-Mart Stores, East, LP, Wal-Mart Stores, Inc., Wal-Mart
   
Louisiana, LLC, Wal-Mart Stores Texas, LP and Portait Corporation of America, Inc., effective June 8, 2007, incorporated by
   
reference to CPI Corp.'s Form 10-Q, Exhibit 10.61, filed December 20, 2007.
     
(10.34)
 
License Agreement dated December 22, 2008, by and between CPI Corp., Consumer Programs Incorporated, a subsidiary of
   
Company, and Sears, Roebuck and Co. (confidential treatment requested for portions of this document), incorporated by
   
reference to CPI Corp.'s Form 8-K, Exhibit 10.1, filed December 24, 2008.
     
(10.35)
 
Letter Agreement dated December 22, 2008, by and between CPI Corp., Consumer Programs Incorporated, a subsidiary of
   
the Company, and Sears, Roebuck and Co., incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.2, filed
   
December 24, 2008.
     
(10.36)*
 
Employment Agreement by and between CPI Corp. and Dale Heins, dated April 23, 2008, incorporated by reference to
   
CPI Corp.'s Form 8-K, Exhibit 10.62, filed April 24, 2008.
     
(10.37)*
 
Employment Agreement by and between CPI Corp. and Jim Mills, dated September 2, 2008, incorporated by reference to
   
CPI Corp.'s Form 10-Q, Exhibit 10.65, filed December 18, 2008.
     
(10.38)*
 
Chairman's Agreement by and between CPI Corp. and David Meyer, dated September 22, 2008, incorporated by reference to
   
CPI Corp.'s Form 10-Q, Exhibit 10.66, filed December 18, 2008.
     
(10.39)*
 
Amendment to Chairman's Agreement by and between CPI Corp. and David Meyer, dated September 25, 2009, incorporated by
   
reference to CPI Corp.'s Form 10-Q, Exhibit 10.58, filed December 22, 2009.  (Confidential treatment requested for portions of
   
this document.)
     
(10.40)*
 
Amendment to Chairman's Agreement dated September 22, 2008, and amended September 25, 2009, by and between CPI Corp.
   
and David Meyer, dated February 12, 2010, incorporated by reference to CPI Corp.'s Annual Report for fiscal year 2009 on
   
Form 10-K, Exhibit 10.40, filed April 22, 2010.

 
 
5
 
 
EHXIBIT INDEX (…continued)
 
EXHIBIT
   
NUMBER
 
DESCRIPTION
     
(10.41)*
 
Executive Chairman's Agreement by and between CPI Corp. and David Meyer, dated April 19, 2010, incorporated by reference
   
to CPI Corp.'s Annual Report for fiscal year 2009 on Form 10-K, Exhibit 10.41, filed April 22, 2010.
   
(Confidential treatment requested for portions of this document.)
     
 
Amendment dated as of February 22, 2010, by and between CPI Corp. and Toys "R" Us - Delaware, Inc. ("Licensor") to the
   
Amended and Restated License Agreement made and entered into as of December 23, 2005, by and between Licensor and
   
Kiddie Kandids, LLC.  Amended and Restated License Agreement made and entered into as of December 23, 2005, by and
   
between Licensor and Kiddie Kandids, LLC.  These documents are incorporated by reference to CPI Corp.'s Annual Report for
   
fiscal year 2009 on Form 10-K, Exhibit 10.42, filed April 22, 2010.  (Confidential treatment requested for portions of these
   
documents.)
     
(10.43)*
 
Employment Agreement by and between CPI Corp. and Keith Laakko, dated December 28, 2005, incorporated by reference to
   
CPI Corp.'s Annual Report for fiscal year 2009 on Form 10-K, Exhibit 10.43, filed April 22, 2010.
     
(10.44)*
 
Confidentiality, Noncompetition and Nonsolicitation Agreement by and between CPI Corp. and Keith Laakko, dated
   
December 28, 2005, incorporated by reference to CPI Corp.'s Annual Report for fiscal year 2009 on Form 10-K, Exhibit 10.44,
   
filed April 22, 2010.
     
(10.45)*
 
First Amendment to Employment Agreement by and between CPI Corp. and Keith Laakko, dated December 30, 2005,
   
incorporated by reference to CPI Corp.'s Annual Report for fiscal year 2009 on Form 10-K, Exhibit 10.45, filed April 22, 2010.
     
(10.46)*
 
Amended and Restated CPI Corp. Retirement Plan, effective January 1, 2010, incorporated by reference to CPI Corp.'s Annual
   
Report for fiscal year 2009 on Form 10-K, Exhibit 10.46, filed April 22, 2010.
     
(11.1)^
 
Computation of Income (Loss) Per Share - Diluted
     
(11.2)^
 
Computation of Income (Loss) Per Share - Basic
     
(21.0)^
 
Subsidiaries of the Registrant
     
(23.0)^
 
Independent Registered Public Accounting Firm's Consent
     
( 31.1 )
 
Certification Pursuant to Rule 13a-14(a) Under the Securities and Exchange Act of 1934 by the President and Chief Executive
   
Officer.
     
( 31.2 )
 
Certification Pursuant to Rule 13a-14(a) Under the Securities and Exchange Act of 1934 by the Executive Vice President,
   
Finance and Chief Financial Officer and Treasurer.
     
( 32.0 )
 
Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the
   
President and Chief Executive Officer and the Executive Vice President, Finance and Chief Financial Officer and Treasurer.
 
* Management contract or compensatory plan available to employees, officers or directors.

^ Previously filed.



 
6
 
 



 
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and 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 18 th day of November, 2010.

CPI CORP.

BY:           /s/Dale Heins
__________________________________
Dale Heins
Executive Vice President, Finance,
Chief Financial Officer and Treasurer


Date: November 18, 2010






 
7
 
 

C P I (NYSE:CPY)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more C P I Charts.
C P I (NYSE:CPY)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more C P I Charts.