S-8

As filed with the Securities and Exchange Commission on June 6, 2012

Registration No. 333-                    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

––––––––––––––––––––––

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

––––––––––––––––––––––

HASTINGS ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

––––––––––––––––––––––

Texas	75-1386375
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3601 Plains Boulevard Amarillo, Texas (Address of Principal Executive Offices)	79102 (Zip Code)

––––––––––––––––––––––

Hastings Entertainment, Inc.

2012 Stock Grant Plan for Outside Directors

(Full title of the plan)

––––––––––––––––––––––

Dan Crow

Vice President, Chief Financial Officer

Hastings Entertainment, Inc.

3601 Plains Boulevard

Amarillo, Texas 79102

(Name and address of agent for service)

(806) 677-1402

(Telephone number, including area code, of agent for service)

with copies of communications to:

S. Benton Cantey, Esq.

Kelly Hart & Hallman LLP

201 Main Street, Suite 2500

Fort Worth, Texas 76102-3126

(817) 332-2500

––––––––––––––––––––––

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 (check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if smaller reporting company)	Smaller reporting company	x

––––––––––––––––––––––

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee (2)
Common Stock, par value $0.01 per share	50,000	$2.01	$100,500	$11.52

(1) Represents shares issuable under the Hastings Entertainment, Inc. 2012 Stock Grant Plan for Outside Directors (the “Plan”). Pursuant to Rule 416, there are also registered hereunder such indeterminate number of additional shares as may become subject to awards under the Plan as a result of the antidilution provisions contained therein.

(2) The registration fee with respect to these shares has been computed in accordance with paragraphs (c) and (h) of Rule 457, based upon the average of the reported high and low sale prices of shares of the Common Stock on The NASDAQ National Market on June 1, 2012.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

* The documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Securities Act Rule 424. These documents, which include the statement of availability required by Item 2 of Form S-8 and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Hastings Entertainment, Inc. (the “Company”), hereby incorporates by reference the following documents filed with the U.S. Securities and Exchange Commission (the “Commission”):

• Annual Report on Form 10-K for the fiscal year ended January 31, 2012, filed with the Commission on April 18, 2012;

• Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2012, filed with the Commission on June 6, 2012;

• Current Reports on Form 8-K filed with the Commission on March 19, 2012, April 18, 2012, May 21, 2012, and June 1, 2012; and

• The description of the Common Stock which is contained in the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on June 3, 1998 pursuant to Section 12 of the Exchange Act, and all amendments thereto and reports that have been filed for the purpose of updating such description.

All documents filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior to the filing of a post-effective amendment which indicates that the securities offered hereby have been sold or which deregisters the securities offered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

Section 8.101 of the Texas Business Organizations Code (the “TBOC”) empowers a corporation to indemnify its directors and officers and to purchase and maintain liability insurance for directors and officers. Section 8.101 of the TBOC permits indemnification of directors and officers of corporations under certain conditions and subject to certain limitations and, under certain circumstances, Section 8.051 of the TBOC requires such indemnification. The TBOC provides further that a provision for indemnification of a director, whether contained in the certificate of incorporation, the bylaws, a resolution of shareholders or directors, an agreement, or otherwise, is valid only to the extent it is consistent with Chapter 8 of the TBOC. Article 13 of the registrant’s Restated Articles of Incorporation contains a provision providing for indemnification of directors and officers to the full extent permitted by law. Section 9.1 of the registrant’s Amended and Restated Bylaws, as amended, contains a provision providing for indemnification to the full extent permitted by law. Additionally, Article 14 of the registrant’s Restated Articles of Incorporation limits the personal liability of directors of the registrant to the registrant or its shareholders for monetary damages for an act or omission in such director’s capacity as a director, except that such Article 14 does not eliminate or limit the liability of a director for (i) a breach of the director’s duty of loyalty to the registrant or its shareholders; (ii) an act or omission not in good faith or that involves intentional misconduct or a knowing violation of law, (iii) a transaction from which such director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of such director’s office, or (iv) an act or omission for which the liability of such director is expressly provided for by statute.

The foregoing summaries are necessarily subject to the complete text of the statutes and the registrant’s Restated Articles of Incorporation and registrant’s Amended and Restated Bylaws, as amended, referred to above and are qualified in their entirety by reference thereto.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

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

Exhibit No.	Description
4.1*	Hastings Entertainment, Inc. 2012 Stock Grant Plan for Outside Directors
5.1*	Opinion of Kelly Hart & Hallman LLP regarding legality of Common Stock being offered
23.1*	Consent of Independent Registered Public Accounting Firm
23.2*	Consent of Kelly Hart & Hallman LLP (included in its legal opinion filed as Exhibit 5.1 hereto)
24.1*	Power of Attorney (incorporated in the signature page of this Registration Statement)

* Each document marked with an asterisk is filed herewith.

Item 9. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Amarillo, State of Texas, on the 6 day June, 2012.

Hastings Entertainment, Inc.
By:	/s/ Dan Crow
	Dan Crow
	Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors of Hastings Entertainment, Inc., a Texas corporation, do hereby constitute and appoint John H. Marmaduke and Dan Crow, and each of them, their true and lawful attorneys-in-fact and agents or attorney-in-fact and agent, with power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules and regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments (including any post-effective amendments) and supplements thereto, and to any and all instruments or documents filed as part or in connection with this Registration Statement, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. The Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons and in the following capacities on the date indicated.

Signature	Title	Date
/s/ John H. Marmaduke John H. Marmaduke	President, Chief Executive Officer and Director (Principal Executive Officer)	June 6, 2012
/s/ Dan Crow Dan Crow	Vice President of Finance and Chief Financial Officer (Principal Financial and Accounting Officer)	June 6, 2012
/s/ Jeffrey G. Shrader Jeffrey G. Shrader	Director	June 6, 2012
/s/ Frank O. Marrs Frank O. Marrs	Director	June 6, 2012
/s/ Ann S. Lieff Ann S. Lieff	Director	June 6, 2012
/s/ Danny W. Gurr Danny W. Gurr	Director	June 6, 2012

EXHIBIT INDEX

Exhibit No.	Description
4.1*	Hastings Entertainment, Inc. 2012 Stock Grant Plan for Outside Directors
5.1*	Opinion of Kelly Hart & Hallman LLP regarding legality of Common Stock being offered
23.1*	Consent of Independent Registered Public Accounting Firm
23.2*	Consent of Kelly Hart & Hallman LLP (included in its legal opinion filed as Exhibit 5.1 hereto)
24.1*	Power of Attorney (incorporated in the signature page of this Registration Statement)

* Each document marked with an asterisk is filed herewith.

EX-4.1

Exhibit 4.1

HASTINGS ENTERTAINMENT, INC.

2012 STOCK GRANT PLAN FOR OUTSIDE DIRECTORS

1. Purposes of the Plan

The purpose of this Stock Grant Plan for Outside Directors (the “Plan”) is to enable Hastings Entertainment, Inc. (“Hastings”) to attract and retain persons of outstanding competence to serve on its Board of Directors and strengthen the link between the Directors and Hastings stockholders by paying the Outside Directors a portion of their compensation in Hastings’ common stock (the “Award”)

2. Definitions

(a) The terms “Outside Director” or “Participant” mean a member of the Board of Directors of Hastings who is not an employee within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), of Hastings or any of its subsidiaries. A Director of Hastings who is also an employee of Hastings or any of its subsidiaries shall become eligible to participate in the Plan and shall be entitled to receive Awards hereunder upon the termination of such employment.

(b) The term “Committee” shall mean the Administrative Committee established pursuant to Section 8 hereof.

(c) The term “Market Value” (i) if Hastings’ common stock is publicly traded on a national market on the date in question, shall be the average of the open and close sale price for Hastings’ common stock on the date in question (or the most recent date prior thereto that sales take place) or (ii) if Hastings’ common stock is not publicly traded on a national market on the date in question, the price as determined in the most recent valuation prepared for the Company’s Associates’ Stock Ownership Plan.

3. Eligibility

All Outside Directors of Hastings shall be eligible to receive an Award hereunder.

4. Shares Subject to the Plan

Subject to adjustment in accordance with Section 7 hereof, the total number of shares of common stock which may be granted under the Plan is 50,000 (the “Shares”). Shares to be issued under the Plan may be authorized and unissued shares, issued shares that have been reacquired by Hastings (in the open-market or in private transactions) and that are being held in treasury, or a combination thereof.

5. Stock Grant Awards

(a) Annual Grants. Effective June 19, 2012, each Outside Director shall automatically receive a grant of common stock of Hastings with a value of $10,000.00, the number of shares in such grant to be based upon the Market Value of the common stock of Hastings on such date. Outside Directors who are elected or appointed to the Board of Directors after such date shall automatically receive a grant of stock with a Market Value of $10,000.00 on the date of each such director’s initial election or appointment to the Board of Directors (any grant effective June 19, 2012 and any initial grant to an Outside Director elected or appointed to the Board of Directors after June 19, 2012, is defined as the “Initial Grant”). Subject to the provisions hereof, on June 19^th of each and every year after the Initial Grant, each such Outside Director, so long as he or she remains an Outside Director, shall automatically receive an additional grant of Hastings’ common stock with a Market Value of $10,000.00 on the date of grant (“Annual Grant”). Initial Grants and Annual Grants are referred to as “Grants.”

(b) Vesting. All shares granted shall be fully vested on the date of grant.

(c) Service as a Director. In the event that an Outside Director is subject to re-election in a calendar year but does not intend to stand for re-election in such calendar year, he or she shall not receive an Annual Grant for such calendar year.

6. No Effect on Directorship

Neither the Plan nor the granting of any Award hereunder nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that a Participant has a right to continue as a Director for any period of time.

7. Recapitalizations

If as a result of stock dividend, stock split, stock combination, recapitalization (or other change in corporate or capital structure of Hastings), or as the result of a merger, consolidation, or other reorganization, the common stock of Hastings is increased, reduced, or otherwise changed, the aggregate number of Shares authorized to be issued under the Plan shall be appropriately adjusted.

8. Administrative Committee

The Committee shall have full power and authority to construe and administer the Plan; provided that the Committee shall have no power to change (i) the number of Shares authorized under this Plan, (ii) the eligibility provisions of Section 5 of this Plan, or (iii) the dates of Grants or the amounts of Grants under Section 5 of this Plan. Any action taken under the provisions of the Plan by the Committee arising out of or in connection with the administration, construction, or effect of the Plan or any rules adopted thereunder shall, in each case, lie within the discretion of the Committee and shall be conclusive and binding upon Hastings and upon all Participants, and all persons claiming under or through any of them. The Committee shall have as members the Chief Executive Officer of Hastings and two other officers of Hastings designated by the Chief Executive Officer. In the absence of such designation, the other members of the Committee shall be the Chief Financial Officer and the most senior Vice President (other than the Chief Financial Officer) of Hastings.

9. Effective Date

The Plan is subject to the approval of a majority of the holders of Hastings’ common stock present and entitled to vote at a meeting of shareholders. Subject to the receipt of such approval, the Plan shall be effective as of June 19, 2012. No Awards shall be made under the Plan after the tenth anniversary of its effective date, provided, however, that the Plan and all Awards made under the Plan prior to that date shall remain in effect until the Awards have been satisfied or terminated in accordance with the Plan and the terms of the Awards. Upon expiration of all Awards made under the Plan, the Plan shall terminate.

10. Amendment

The Plan may be amended or repealed by the Board of Directors, provided that any such action shall not adversely affect any Participant’s rights under the Plan with respect to Awards which were made prior to such action. In no event shall the provisions of the Plan be amended more than once every six months, other than to comport with change in the Internal Revenue Code of 1986, as amended, ERISA, or the rules thereunder.

11. Expenses of the Plan

All costs and expenses of the adoption and administration of the Plan shall be borne by Hastings and none of such expenses shall be charged to any Participant.

12. Compliance with Rule 16b-3

It is the intention of Hastings that the Plan comply in all respects with Rule 16b-3 under Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, if any Plan provision is later found to not be in compliance with Rule 16b-3, that provision shall be deemed null and void, and in all events the Plan shall be construed in favor of its meeting the requirements of Rule 16b-3.

EX-5.1

Exhibit 5.1

KELLY HART & HALLMAN LLP

ATTORNEYS AT LAW

201 MAIN STREET, SUITE 2500

FORT WORTH, TEXAS 76102

Telephone: (817) 332-2500 Telecopy: (817) 878-9280 301 Congress Avenue, Suite 2000 Austin, Texas 78701 Telephone: (512) 495-6400 Telecopy: (512) 495-6401

June 6, 2012

Hastings Entertainment, Inc.

3601 Plains Boulevard

Amarillo, Texas 79102

Re: Hastings Entertainment, Inc.

2012 Stock Grant Plan for Outside Directors

Registration Statement on Form S-8

Ladies and Gentlemen:

This firm has acted as counsel to Hastings Entertainment, Inc., a Texas corporation (the “Company”), in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended. The opinion set forth below is given pursuant to Item 601(b)(5) of Regulation S-K for inclusion as Exhibit 5.1 to the Registration Statement, pertaining to 50,000 shares of common stock of the Company issuable in connection with the Company’s 2012 Stock Grant Plan for Outside Directors (the “Plan”).

In rendering this opinion, we have examined copies of the Registration Statement and the Plan and have made the following assumptions: (i) all documents submitted to or reviewed by us, including all amendments and supplements thereto, are accurate and complete and if not originals are true and correct copies of the originals; (ii) the signatures on each of such documents by the parties thereto are genuine; (iii) each individual who signed such documents had the legal capacity to do so; and (iv) all persons who signed such documents on behalf of a corporation were duly authorized to do so. We have assumed that there are no amendments, modifications or supplements to such documents other than those amendments, modifications and supplements that are known to us.

Based on the foregoing, and subject to the limitations and qualifications set forth herein, we are of the opinion that:

1. The Company was incorporated, exists and is in good standing under the laws of the State of Texas.

2. The Plan has been duly authorized by the Company, and the shares to be acquired by the participants under the Plan, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

This opinion is further limited and qualified in all respects as follows:

A. The opinion is specifically limited to matters of the existing laws of the United States of America and the Texas Business Organizations Code. We express no opinion as to the applicability of the laws of any other particular jurisdiction to the transactions described in this opinion.

B. This opinion is limited to the specific opinions stated herein, and no other opinion is implied or may be inferred beyond the specific opinions expressly stated herein.

C. This opinion is based on our knowledge of the law and facts as of the date hereof. We assume no duty to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or to reflect any changes in any law that may hereafter occur or become effective.

We hereby consent to the use of this opinion in the above-referenced Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Respectfully submitted,

KELLY HART & HALLMAN LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Hastings Entertainment, Inc. 2012 Stock Grant Plan for Outside Directors of our report dated April 18, 2012, with respect to the consolidated financial statements and schedule of Hastings Entertainment, Inc. included in its Annual Report (Form 10-K) for the year ended January 31, 2012, filed with the Securities and Exchange Commission.

/s/ Ernst & Young, LLP

Fort Worth, Texas

June 6, 2012