S-8

As filed with the Securities and Exchange Commission on March 29, 2019

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Kirkland’s, Inc.

(Exact name of registrant as specified in its charter)

Tennessee	62-1287151
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5310 Maryland Way, Brentwood, Tennessee	37027
(Address of principal executive offices)	(Zip Code)

2002 Employee Stock Purchase Plan, as amended and restated

(Full title of plan)

Carter Todd

Vice President, General Counsel and Corporate Secretary

5310 Maryland Way

Brentwood, Tennessee 37027

(615) 660-1300

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Mitch Walker, Esq.

Bass, Berry & Sims PLC

150 Third Avenue South, Suite 2800

Nashville, Tennessee 37201

(615) 742-6200

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

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)(2)	Proposed Maximum Offering Price Per Share (3)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, no par value per share	35,000	$7.37	$257,950.00	$31.26

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares which may be offered and issued under the 2002 Employee Stock Purchase Plan, as amended and restated (the “ESPP”) to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)	Represents 35,000 shares of common stock available for issuance as a result of the annual evergreen increase for 2019 pursuant to the ESPP.
(3)	Estimated in accordance with Rule 457(h)(1) and (c) under the Securities Act of 1933 solely for the purposes of calculating the registration fee, based on the average of the high and low prices of the Registrant’s common stock reported on March 25, 2019, as reported by The Nasdaq Stock Market.

EXPLANATORY NOTE

Registration of Additional Securities

This Registration Statement on Form S-8 (this “Registration Statement”) is filed pursuant to General Instruction E of Form S-8 for the purpose of registering 35,000additional shares of Common Stock, issuable pursuant to the Kirkland’s, Inc. 2002 Employee Stock Purchase Plan, as amended and restated (the “ESPP”), as a result of the ESPP's evergreen increase for 2019 as determined by our Board of Directors. In accordance with General Instruction E of Form S-8, the content of Registrant’s previously filed Registration Statements on Form S-8 (File No. 333-100157), as filed with the Securities and Exchange Commission on September 27, 2002, and Form S-8 (File No. 333-217082), as filed with the Securities and Exchange Commission on March 31, 2017, are hereby incorporated herein by reference.

The ESPP includes an evergreen provision that provides that the total number of shares reserved for issuance under the ESPP will be increased on January 1 of each calendar year for a period of up to ten years, commencing on January 1, 2017 and ending on (and including) January 1, 2026, in an amount equal to the lesser of (i) .5% of the total number of shares of Common Stock of the Company outstanding on December 31st of the preceding calendar year, and (ii) 35,000 shares of Common Stock; provided that, notwithstanding the foregoing, the Compensation Committee of the Company’s Board of Directors may determine prior to any January 1 annual increase that there will be no such increase for such year, or that the annual increase shall be a lesser number of shares of Common Stock than would otherwise occur pursuant to the evergreen provision of the ESPP.

Item 8. Exhibits.

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

Exhibit No.	Description
4.1	2002 Employee Stock Purchase Plan of Kirkland's, Inc., as amended and restated, dated June 1, 2016 (incorporated herein by reference to Exhibit 10.13 of the Company's Annual Report on Form 10-K for the year ended January 28, 2017)
5.1	Opinion of Bass, Berry & Sims PLC*
23.1	Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1 hereto)*
23.2	Consent of Ernst & Young LLP*
24.1	Power of Attorney (included on signature page of this registration statement)*

*    Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company 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 Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on this 29th day of March 2019.

Kirkland’s, Inc.

By:	/s/ Carter R. Todd
Name:	Carter R. Todd
Title:	Vice President, General Counsel and Corporate Secretary

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Carter R. Todd, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, in connection with this registration statement, including to sign and file in the name and on behalf of the undersigned as director or officer of the registrant any and all amendments or supplements (including any and all stickers and post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorney-in-fact and agent, with full power and authority to do and perform each and every act and things requisite or necessary to be done in and about the premises, 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 agents, or any substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Capacity	Date
/s/ Steve C. Woodward	Chief Executive Officer	March 29, 2019
Steve C. Woodward	(Principal Executive Officer)
/s/ Nicole A. Strain	Interim Chief Financial Officer	March 29, 2019
Nicole A. Strain	(Principal Financial and Accounting Officer)
/s/ R. Wilson Orr, III	Director	March 29, 2019
R. Wilson Orr, III
/s/ Miles T. Kirkland	Director	March 29, 2019
Miles T. Kirkland
/s/ Steven J. Collins	Director	March 29, 2019
Steven J. Collins
/s/ Jeffery C. Owen	Director	March 29, 2019
Jeffery C. Owen
/s/ Susan S. Lanigan	Director	March 29, 2019
Susan S. Lanigan
/s/ Charlie Pleas, III	Director	March 29, 2019
Charlie Pleas, III
/s/ Gregory Sandfort	Director	March 29, 2019
Gregory Sandfort
/s/ Chris Shimojima	Director	March 29, 2019
Chris Shimojima

EX-5.1

150 Third Avenue South, Suite 2800

Nashville, TN 37201

(615) 742-6200

March 29, 2019

Kirkland’s, Inc.

5310 Maryland Way

Brentwood, Tennessee 37027

Re: Registration Statement on Form S-8 relating to the Kirkland’s, Inc. 2002 Employee Stock Purchase Plan, as amended and restated (the “Plan”)

Ladies and Gentlemen:

We have acted as counsel to Kirkland’s, Inc., a Tennessee corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) relating to the addition of 35,000 shares (the “Shares”) of Common Stock, no par value, of the Company that may be issued from time to time pursuant to the Plan.

In connection with the opinion expressed herein, we have examined and relied upon such records, documents, certificates, and other instruments as we have deemed in our judgment relevant or necessary in order to express the opinions hereinafter set forth. In all such examinations, we have assumed the genuineness of signatures on original documents, the legal capacity of all natural persons, the conformity to such original documents of all copies submitted to us as certified, conformed or photostatic copies, and, as to certificates and oral or written statements of public officials, we have assumed the same to have been properly given and to be accurate. As to facts material to the opinion and assumptions expressed herein, we have relied upon, and assume the accuracy of, certificates and oral or written statements and representations of officers and other representatives of the Company and others.

Based upon the foregoing and subject to the further qualifications, assumptions and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable.

The opinions expressed above are limited to the Tennessee Business Corporation Act (which includes applicable provisions of the Tennessee Constitution and reported judicial decisions interpreting the Tennessee Business Corporation Act and the Tennessee Constitution), and we express no opinion with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinion expressed herein.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission (the “Commission”) as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in 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 Commission promulgated thereunder.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.

This opinion is furnished to you in connection with the filing of the Registration Statement. Our opinion is rendered as of the date hereof and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.

Very truly yours,

/s/ Bass, Berry & Sims PLC

bassberry.com

EX-23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2002 Employee Stock Purchase Plan, as amended and restated, of Kirkland’s, Inc., of our reports dated March 29, 2019, with respect to the consolidated financial statements of Kirkland’s, Inc. and the effectiveness of internal control over financial reporting of Kirkland’s, Inc. included in its Annual Report (Form 10-K) for the year ended February 2, 2019, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Nashville, Tennessee

March 29, 2019