S-8

As filed with the Securities and Exchange Commission on November 13, 2009

Registration No. 333-_____

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

A.C. MOORE ARTS & CRAFTS, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	22-3527763
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

A.C. Moore Arts & Crafts, Inc.
130 A.C. Moore Drive,
Berlin, New Jersey 08009
(Address of Principal Executive Offices; Zip Code)

A.C. MOORE ARTS & CRAFTS, INC.
2007 STOCK INCENTIVE PLAN , AS AMENDED
(Full title of the plan)

Amy Rhoades
Vice President and General Counsel
c/o A.C. Moore Arts & Crafts, Inc.
130 A.C. Moore Drive
Berlin, NJ 08009
(856) 768-4930
(Name and address of agent for service; telephone number,
including area code, of agent for service)

Copies to:

Alan Lieblich, Esquire
Yelena Barychev, Esquire
Blank Rome LLP
One Logan Square
Philadelphia, PA 19103
(215) 569-5500

     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 Accelerated filer þ  Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

			Proposed maximum		Proposed maximum
	Amount to be		offering price per		aggregate offering		Amount of
Title of securities to be registered	registered(1)		share(2)		price		registration fee
Common Stock, no par value		4,100,000	$	3.35	$	13,735,000	$	766.41

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement covers, in addition to the number of shares of common stock, no par value (“Common Stock”), set forth below, an indeterminate number of shares of Common Stock which, by reason of certain events specified in the A.C. Moore Arts & Crafts, Inc. 2007 Stock Incentive Plan, as amended (the “Plan”), may become issuable pursuant to the anti-dilution provisions of the Plan.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act and based upon the average of the high and low prices per share of Common Stock, as reported by the NASDAQ Global Select Market on November 11, 2009.

EXPLANATORY NOTE

     This Registration Statement on Form S-8 (the “Registration Statement”) is being filed by A.C. Moore Arts & Crafts, Inc. (the “Company” or the “Registrant”) to register 4,100,000 shares of its common stock, no par value (“Common Stock”), to be issued pursuant to the A.C. Moore Arts & Crafts, Inc. 2007 Stock Incentive Plan, as amended. These 4,100,000 shares of Common Stock are in addition to shares of Common Stock previously registered pursuant to the Company’s Registration Statement on Form S-8 (“Prior Registration Statement”) filed with the Securities and Exchange Commission on June 8, 2007 (File No. 333-143612). Pursuant to Instruction E to a Registration Statement on Form S-8, the contents of the Prior Registration Statement are incorporated by reference into this Registration Statement.

TABLE OF CONTENTS

PART II
	Item 8 Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-5.1
EX-23.1

PART II

Item 8 Exhibits.

     The following exhibits are filed as part of this Registration Statement:

Exhibit Number	Description
5.1	Opinion of Blank Rome LLP.
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of Blank Rome LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on the Signature Page).

2

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Berlin, New Jersey as of November 13, 2009.

A.C. MOORE ARTS & CRAFTS, INC.
By:	/s/ Rick A. Lepley
	Rick A. Lepley, Chief Executive Officer
	(Duly Authorized Officer)

     Each person whose signature appears below hereby constitutes and appoints Rick A. Lepley, David Stern and Amy Rhoades, and each of them, his or her true and lawful attorney-in-fact and agent with full power of substitution and/or resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including, without limitation, post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documentation in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration Statement was signed by the following persons in the capacities and as of the date indicated.

Signature	Capacity	Date
/s/ Rick A. Lepley Rick A. Lepley	Chief Executive Officer (principal executive officer) and Director	November 13, 2009
/s/ David Stern David Stern	Chief Financial Officer (principal financial officer and principal accounting officer)	November 13, 2009
/s/ Joseph F. Coradino Joseph F. Coradino	Director	November 13, 2009
/s/ Michael J. Joyce Michael J. Joyce	Chairman of the Board	November 13, 2009
/s/ Neil A. McLachlan Neil A. McLachlan	Director	November 13, 2009
/s/ Thomas S. Rittenhouse Thomas S. Rittenhouse	Director	November 13, 2009
/s/ Lori J. Schafer Lori J. Schafer	Director	November 13, 2009

3

EXHIBIT INDEX

Exhibit Number	Description
5.1	Opinion of Blank Rome LLP.
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of Blank Rome LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on the Signature Page).

EX-5.1

Exhibit 5.1

Phone:	215-569-5500
Fax:	215-569-5555

November 13, 2009

A.C. Moore Arts & Crafts, Inc.
130 A.C. Moore Drive,
Berlin, New Jersey 08009

Gentlemen:

     We have acted as counsel to A.C. Moore Arts & Crafts, Inc. (the “Company”) in connection with the preparation of the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the offering of up to 4,100,000 shares (the “Shares”) of the Company’s common stock, no par value (“Common Stock”), pursuant to the A.C. Moore Arts & Crafts, Inc. 2007 Stock Incentive Plan, as amended (the “Plan”). This opinion is furnished pursuant to the requirements of Item 601(b)(5) of Regulation S-K.

     Although as counsel to the Company we have advised the Company in connection with matters referred to us by it, our services are limited to specific matters so referred. Consequently, we do not have knowledge of other transactions in which the Company has engaged or its day-to-day operations.

     In rendering this opinion, we have examined copies of only the following documents: (i) the Company’s Articles of Incorporation, as amended, and Amended and Restated Bylaws; (ii) resolutions adopted by the Board of Directors and the minutes of the meeting of the Company’s shareholders related to the amendment of the Plan; (iii) the Registration Statement; (iv) the Plan; and (v) a certification from an officer of the Company. We have not performed any independent investigation in rendering this opinion other than the document examination described. We have assumed and relied, as to questions of fact and mixed questions of law and fact, on the truth, completeness, authenticity and due authorization of all documents and records examined and the genuineness of all signatures. In rendering this opinion, we have assumed that (i) the Shares will be issued in accordance with the terms and conditions of the Plan; and (ii) at the time of issuance of any Shares, there shall be a sufficient number of duly authorized and unissued shares of Common Stock to accommodate such issuance.

     This opinion is limited to the laws of the Commonwealth of Pennsylvania.

November 13, 2009
Page 2

     Based upon and subject to the foregoing and the qualifications and limitations set forth herein, we are of the opinion that the Shares offered pursuant to the Registration Statement, when sold in the manner and for the consideration contemplated by the Plan will be validly issued, fully paid and non-assessable.

     This opinion is given as of the date hereof. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur.

     This opinion is strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein.

     We consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,
 

/s/ BLANK ROME LLP  

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 13, 2009 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in A.C. Moore’s Annual Report on Form 10-K for the year ended January 3, 2009.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 13, 2009