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

FORM 8-K

CURRENT REPORT


PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of Earliest Event Reported):  June 11, 2009


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


Delaware
1-10204
43-1256674
(State of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)


1706 Washington Ave., St. Louis, Missouri
 
 63103
(Address of Principal Executive Offices)
 (Zip Code)


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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 
 
r
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.1a-12)
r
  Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))
r   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR  240.13e-4(c))
 
 


 
 
 
 

Item 2.02       Results of Operations and Financial Condition
 
                            On June 11, 2009, CPI Corp. issued a press release setting forth its financial results for its first quarter ended May 2, 2009.  A copy of the press release  is attached hereto as Exhibit 99.1
 
                The information in this Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or  otherwise subject to the liabilities of that section.  The information in this form 8-K shall not be incorporated by reference in any other filing under the Securities Exchange  Act of 1934 or Securities Act of 1933 except as shall be expressly set forth by specific reference to this Form 8-K in such filing.
 
Item 9.01      Financial Statements and Exhibits
 
                Exhibits
 
                             99.1     Press release issued on June 11, 2009, regarding financial results for the first quarter ended May 2, 2009 (Furnished and not filed with the SEC).




 

 

 
 
 

SIGNATURES
 
Pursuant to the requirements 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.
 
 
 
 
 
 
  CPI CORP.  
       
 
By:
/s/Dale Heins  
    Dale Heins  
    Senior Vice President, Finance,  
    Chief Financial Officer and Treasurer   
 
 
 
 
 
 
 

Dated:  June 11, 2009


 
 
 

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