CPICQ / CPI Corp. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Current Report

8-K 1 c202428k050113.htm MAY 1, 2013 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): May 1, 2013 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10204 43-12

- NT 10-K

SEC FILE NUMBER 1-10204 CUSIP NUMBER 125902-10-6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits

8-K 1 a20138-kxappointmentofrece.htm 8-K 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): April 15, 2013 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-1020

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

EXHIBIT 99.1 Court File No. CV13-10069-00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST THE HONOURABLE MR. JUSTICE MORAWETZ ) ) ) MONDAY, THE15TH DAY OF APRIL, 2013 APPLICATION UNDER SECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c.B-3, AS AMENDED AND SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, C. C.43, AS AMENDED BANK OF AMERICA, N.A., as Administrative Agent A

Other Events - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 15, 2013 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10204 43-1256674 (Commission File Number) (

NOTICE OF PRIVATE DISPOSITION OF COLLATERAL UNDER SECTION 9-611 OF THE UNIFORM COMMERCIAL CODE

EXHIBIT 99.1 - Notices of Private Disposition of Collateral April 8, 2013 VIA CERTIFIED MAIL NO. 7011 3500 0000 3208 0378, REGULAR U.S. MAIL AND EMAIL: [email protected] CPI Corp. 1706 Washington Avenue St. Louis, MO 63103 Attn: Dale Heins, Treasurer NOTICE OF PRIVATE DISPOSITION OF COLLATERAL UNDER SECTION 9-611 OF THE UNIFORM COMMERCIAL CODE Names of Debtors: CPI Corp. Consumer Programs Incorpo

Financial Statements and Exhibits, Other Events - 8-K

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): April 9, 2013 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10204 43-1256674 (Commission File Number) (I.R

Costs Associated with Exit or Disposal Activities, Other Events

8-K 1 c202428k040313.htm APRIL 3, 2013 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): April 3, 2013 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10204 4

[Remainder of page intentionally left blank; signature pages follow]

EXHIBIT 10.1 TO FORM 8-K. CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [***]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. FOURTH FORBEARANCE AGREEMENT This Fourth Forbearance Agreement dated as of March 8, 2013 (the “Fourth Forbearance Agreement”), is entered into by

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

8-K 1 a8-kxfourthforbearanceagre.htm 8-K 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): March 13, 2013 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-1020

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a8k-laakkoresignation.htm 8-K 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): March 8, 2013 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10204 43-1

LC #

CONFIDENTIAL AMENDMENT NUMBER ONE TO THIRD FORBEARANCE AGREEMENT This Amendment Number One to Third Forbearance Agreement dated as of February 26, 2013 (the “Amendment Agreement”), is entered into by and among: (i) CPI Corp.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

8-K 1 a8-kxamendment1tothirdforb.htm 8-K 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): February 26, 2013 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-1

(Amended Schedules) [NONE UNLESS OTHERWISE ATTACHED HERETO]

EX-10.1 2 thirdforbearanceagreement.htm EXHIBIT CONFIDENTIAL THIRD FORBEARANCE AGREEMENT This Third Forbearance Agreement dated as of January 29, 2013 (the “Third Forbearance Agreement”), is entered into by and among: (i) CPI Corp., a Delaware corporation (the “Borrower” also referred to herein as the “Company”); (ii) Consumer Programs Incorporated, a Missouri corporation (“CP Inc.”), CPI Canadian

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement - 8-K

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): February 5, 2013 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10204 43-1256674 (Commission File Number) (

Other Events

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): January 28, 2013 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10204 43-1256674 (Commission File Number) (

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

8-K 1 a8-kxsecondforbearanceagre.htm 8-K 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): January 3, 2013 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-102

JOINDER TO GUARANTY AND COLLATERAL AGREEMENT

EXHIBIT 10.2 JOINDER TO GUARANTY AND COLLATERAL AGREEMENT This JOINDER AGREEMENT (this “Agreement”) dated as of December 28, 2012 is executed by the undersigned for the benefit of Bank of America, N.A., as the Administrative Agent (the “Administrative Agent”), in connection with that certain Guaranty and Collateral Agreement dated as of August 30, 2010, among the Grantors party thereto and the Adm

SECOND FORBEARANCE AGREEMENT

EXHIBIT 10.1 SECOND FORBEARANCE AGREEMENT This Second Forbearance Agreement dated as of December 28, 2012 (the “Agreement”), is entered into by and among: (i) CPI Corp., a Delaware corporation (the “Borrower” also referred to herein as the “Company”); (ii) Consumer Programs Incorporated, a Missouri corporation (“CP Inc.”), CPI Canadian Holdings, Inc., a Delaware corporation (“CPI Canada”), CPI Ima

NAME Jane Nelson FROM CPI Corp. ADDRESS 1706 Washington Avenue CITY St. Louis STATE, ZIP Missouri, 63103 TELEPHONE (314) 231-1575 CPI CORP. ANNOUNCES 2012 THIRD-QUARTER RESULTS

EXHIBIT 99.1 CPI Corp. news for immediate release FOR RELEASE December 31, 2012 FOR FURTHER INFORMATION CONTACT: NAME Jane Nelson FROM CPI Corp. ADDRESS 1706 Washington Avenue CITY St. Louis STATE, ZIP Missouri, 63103 TELEPHONE (314) 231-1575 CPI CORP. ANNOUNCES 2012 THIRD-QUARTER RESULTS ST. LOUIS, December 31, 2012 - CPI Corp. (OTCQX: CPIC) today reported the results for the fiscal 2012 third qu

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8-kx2012q3earningsrelease.htm 8-K 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): December 31, 2012 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-1

Quarterly Report - 10-Q

10-Q 1 a2012q310q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 10, 2012 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 fi

CPI Corp. Computation of Per Common Share Loss - Diluted

EXHIBIT 11.1 CPI Corp. Computation of Per Common Share Loss - Diluted (Unaudited) in thousands, except share and per share data 16 Weeks Ended 40 Weeks Ended November 10, 2012 November 12, 2011 November 10, 2012 November 12, 2011 Net loss applicable to common shares: From continuing operations $ (20,109 ) $ (6,420 ) $ (57,956 ) $ (11,527 ) From discontinued operations (120 ) (830 ) (2,076 ) (1,220

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Chief Executive Officer and Chief Financial Officer of CPI Corp., a Delaware corporation (the “Company”), do hereby certify that: (1) The Quarter

CPI Corp. Computation of Per Common Share Loss - Basic

EX-11.2 3 exhibit112-2012q3.htm EPS - BASIC EXHIBIT 11.2 CPI Corp. Computation of Per Common Share Loss - Basic (Unaudited) in thousands, except share and per share data 16 Weeks Ended 40 Weeks Ended November 10, 2012 November 12, 2011 November 10, 2012 November 12, 2011 Net loss applicable to common shares: From continuing operations $ (20,109 ) $ (6,420 ) $ (57,956 ) $ (11,527 ) From discontinue

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a8-kbellapicturessale.htm 8-K 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): December 17, 2012 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10204

ASSET PURCHASE AGREEMENT

EXHIBIT 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 17, 2012, is by and between Bella Pictures Holdings, LLC, a Delaware limited liability company (the “Company” or “Seller”), and The Pros Entertainment Services, Inc., a Pennsylvania corporation (the “Buyer”). Capitalized terms used but not defined throughout this Agreement are defined in Se

- NT 10-Q

SEC FILE NUMBER 1-10204 CUSIP NUMBER 125902-10-6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

8-K 1 a8-kxwalmartagreementamend.htm 8-K 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): December 13, 2012 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-1

NINTH AMENDMENT TO MASTER LEASE AGREEMENT

EXHIBIT 10.1 NINTH AMENDMENT TO MASTER LEASE AGREEMENT THIS NINTH AMENDMENT TO MASTER LEASE AGREEMENT (the “Amendment”), is made and entered into this 13th day of December, 2012, by and between Wal-Mart Stores East, LP., a Delaware limited partnership; Wal-Mart Stores, Inc., a Delaware corporation; Wal-Mart Louisiana, LLC, a Delaware limited liability company; Wal-Mart Stores Texas, LLC, a Texas l

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 a8k-4thcreditamendment.htm 8-K 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): November 20, 2012 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10204

FOURTH AMENDMENT TO CREDIT AGREEMENT

EX-10.1 2 exhibit101cpifourthamendme.htm EXHIBIT Exhibit 10.1 FOURTH AMENDMENT TO CREDIT AGREEMENT This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”) is entered into and effective as of November 9, 2012 (the “Fourth Amendment Effective Date”), and is by and among: (i) CPI Corp., a Delaware corporation (the “Borrower” also referred to herein as the “Company”); (ii) Consumer Program

Financial Statements and Exhibits, Other Events

8-K 1 a8k-charlottepurchaseandsa.htm 8-K 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): September 20, 2012 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-

(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)

(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) EXHIBIT 10.1 STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (“Agreement”), dated as of September 20, 2012, is made and entered into by and between CONSUMER PROGRAMS INCORPORATED, a Missouri corporation (“Seller”), and Worldwide Ventures, Incorporated, a North Carolina corporation (“Buyer”). For

Entry into a Material Definitive Agreement - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 30, 2012 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10204 43-1256674 (Commission File Number)

Entry into a Material Definitive Agreement

8-K 1 a8k-2012westfieldsettlement.htm 8-K 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): August 30, 2012 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10

CPI Corp. Computation of Per Common Share Loss - Basic

EXHIBIT 11.2 CPI Corp. Computation of Per Common Share Loss - Basic (Unaudited) in thousands, except share and per share data 12 Weeks Ended 24 Weeks Ended July 21, 2012 July 23, 2011 July 21, 2012 July 23, 2011 Net loss applicable to common shares: From continuing operations $ (33,810 ) $ (5,863 ) $ (37,847 ) $ (5,107 ) From discontinued operations (1,349 ) (381 ) (1,956 ) (390 ) Net loss $ (35,1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Chief Executive Officer and Chief Financial Officer of CPI Corp., a Delaware corporation (the “Company”), do hereby certify that: (1) The Quarter

THIRD AMENDMENT TO CREDIT AGREEMENT

EXHIBIT 10.54 THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”) is entered into and effective as of August 28, 2012 (the “Third Amendment Effective Date”), and is by and among: (i) CPI Corp., a Delaware corporation (the “Borrower” also referred to herein as the “Company”); (ii) Consumer Programs Incorporated, a Missouri corporation (“CPI Inc.”),

CPI Corp. Computation of Per Common Share Loss - Diluted

EXHIBIT 11.1 CPI Corp. Computation of Per Common Share Loss - Diluted (Unaudited) in thousands, except share and per share data 12 Weeks Ended 24 Weeks Ended July 21, 2012 July 23, 2011 July 21, 2012 July 23, 2011 Net loss applicable to common shares: From continuing operations $ (33,810 ) $ (5,863 ) $ (37,847 ) $ (5,107 ) From discontinued operations (1,349 ) (381 ) (1,956 ) (390 ) Net loss $ (35

NAME Jane Nelson FROM CPI Corp. ADDRESS 1706 Washington Avenue CITY St. Louis STATE, ZIP Missouri, 63103 TELEPHONE (314) 231-1575 CPI CORP. ANNOUNCES 2012 SECOND-QUARTER RESULTS

EXHIBIT 99.1 CPI Corp. news for immediate release FOR RELEASE August 30, 2012 FOR FURTHER INFORMATION CONTACT: NAME Jane Nelson FROM CPI Corp. ADDRESS 1706 Washington Avenue CITY St. Louis STATE, ZIP Missouri, 63103 TELEPHONE (314) 231-1575 CPI CORP. ANNOUNCES 2012 SECOND-QUARTER RESULTS ST. LOUIS, August 30, 2012 - CPI Corp. (OTCQX: CPIC) today reported the results for the fiscal 2012 second quar

Quarterly Report - 10-Q

10-Q 1 a2012q210q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 21, 2012 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 n

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8-kx2012q2earningsrelease.htm 8-K 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): August 30, 2012 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-102

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 a8-kxglazerresignation.htm 8-K 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): August 22, 2012 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10204 4

August 22, 2012

EXHIBIT 10.1 August 22, 2012 Mr. James J. Abel Interim President and Chief Executive Officer CPI Corp. 1706 Washington Avenue St. Louis, MO 63103 Dear Jim: As you know, I assumed the position of President and Chief Executive Officer of Stage Stores, Inc., on March 28, 2012. After careful deliberation, I have concluded that the demands of my new position will not allow me to devote the time and att

PURCHASE AND SALE AGREEMENT

EX-1.10.1 2 exhibit101purchaseandsalea.htm PURCHASE AND SALE AGREEMENT EXHIBIT 10.1 STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (“Agreement”), dated as of July 26th, 2012, is made and entered into by and between CONSUMER PROGRAMS INCORPORATED, a Missouri corporation (“Seller”), and HARRIS TEETER, INC., a North Carolina corporation (“Bu

Financial Statements and Exhibits, Other Events

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): July 27, 2012 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10204 43-1256674 (Commission File Number) (I.R

LEASE AGREEMENT 1706 Washington Avenue, LLC, Landlord Consumer Programs Incorporated, Tenant

EXHIBIT 10.2 LEASE AGREEMENT 1706 Washington Avenue, LLC, Landlord Consumer Programs Incorporated, Tenant KS 112708-2 TABLE OF CONTENTS Page SECTION 1 – List of Exhibits 1 SECTION 2 – Description of Premises 1 SECTION 3 – Lease Term/Options to Extend 2 SECTION 4 – Delivery, Possession and Condition of Premises 2 SECTION 5 – Rent and Related Matters 3 SECTION 6 – Late Charge 4 SECTION 7 – Insurance

Financial Statements and Exhibits, Other Events

8-K 1 a8k-contractforpurchaseand.htm 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): July 12, 2012 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10204 43-

(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)

(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) EXHIBIT 10.1 CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE THIS AGREEMENT is made and entered into this 12th day of July, 2012, by and between Consumer Programs Incorporated hereinafter referred to as "SELLER"; and American Milling LP, an Illinois limited partnership, or its assigns, hereinafter referred to as "BUYER"; WITNESSETH: WHEREAS, SELLER has agr

Financial Statements and Exhibits, Other Events -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 12, 2012 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10204 43-1256674 (Commission File Number) (I

Other Events

8-K 1 a8k-lazardagreement.htm 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): July 3, 2012 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10204 43-1256674

Other Events - CRO ANNOUNCEMENT

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 14, 2012 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10204 43-1256674 (Commission File Number) (I.R

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers -

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): May 1, 2012 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10204 43-1256674 (Commission File Number) (I.R.S

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 28, 2012 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. (E

Financial Statements and Exhibits, Results of Operations and Financial Condition -

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 7, 2012 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10204 43-1256674 (Commission File Number) (I.R.

June 5, 2012

EX-10.52 4 exhibit1052-2012q1.htm LETTER AGREEMENT WITH SEARS EXHIBIT 10.52 June 5, 2012 SEARS, ROEBUCK AND CO. Attention: Licensing Manager, Licensed Businesses, Department 725 E3-378B 3333 Beverly Road Hoffman Estates, Illinois 60179 and to: SEARS HOLDINGS MANAGEMENT CORP. Attention: Assistant General Counsel, Specialty Retail B6-350A 3333 Beverly Road Hoffman Estates, Illinois 60179 Ladies and

CPI Corp. Computation of Per Common Share Loss - Basic

EXHIBIT 11.2 CPI Corp. Computation of Per Common Share Loss - Basic (Unaudited) in thousands, except share and per share data 12 Weeks Ended April 28, 2012 April 30, 2011 Basic: Net (loss) income applicable to common shares $ (4,644 ) $ 747 Shares: Weighted average number of common shares outstanding 9,111,355 9,092,429 Less: Treasury stock - weighted average (2,097,043 ) (2,098,333 ) Weighted ave

NAME Jane Nelson FROM CPI Corp. ADDRESS 1706 Washington Avenue CITY St. Louis STATE, ZIP Missouri, 63103 TELEPHONE (314) 231-1575 CPI CORP. ANNOUNCES 2012 FIRST-QUARTER RESULTS AND CREDIT AGREEMENT AMENDMENT

EXHIBIT 99.1 CPI Corp. news for immediate release FOR RELEASE June 7, 2012 FOR FURTHER INFORMATION CONTACT: NAME Jane Nelson FROM CPI Corp. ADDRESS 1706 Washington Avenue CITY St. Louis STATE, ZIP Missouri, 63103 TELEPHONE (314) 231-1575 CPI CORP. ANNOUNCES 2012 FIRST-QUARTER RESULTS AND CREDIT AGREEMENT AMENDMENT ST. LOUIS, June 7, 2012 - CPI Corp. (OTCQX: CPIC) today reported a new amendment to

CONFIDENTIAL DRAFT 2nd AMENDMENT TO THE LICENSE AGREEMENT

EX-10.51 3 exhibit1051-2012q1.htm 2ND AMENDMENT TO SEARS AGREEMENT CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [***]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXHIBIT 10.51 CONFIDENTIAL DRAFT 2nd AMENDMENT TO THE LICENSE AGREEMENT THIS 2nd AMENDMENT (this “Amendm

EXECUTION COPY SECOND AMENDMENT TO CREDIT AGREEMENT

EX-10.50 2 exhibit1050-2012q1.htm SECOND AMENDMENT TO CREDIT AGREEMENT EXHIBIT 10.50 EXECUTION COPY SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) is entered into and effective as of June 6, 2012 (the “Effective Date”), and is by and among: (i) CPI Corp., a Delaware corporation (the “Borrower” also referred to herein as the “Company”); (ii)

[FORM OF WARRANT]

EXHIBIT 10.53 [FORM OF WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Chief Executive Officer and Chief Financial Officer of CPI Corp., a Delaware corporation (the “Company”), do hereby certify that: (1) The Quarter

CPI Corp. Computation of Per Common Share Loss - Diluted

EX-11.1 6 exhibit111-2012q1.htm EPS - DILUTED EXHIBIT 11.1 CPI Corp. Computation of Per Common Share Loss - Diluted (Unaudited) in thousands, except share and per share data 12 Weeks Ended April 28, 2012 April 30, 2011 Diluted: Net (loss) income applicable to common shares $ (4,644 ) $ 747 Shares: Weighted average number of common shares outstanding 9,111,355 9,092,429 Dilutive effect of exercise

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement -

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): May 31, 2012 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10204 43-1256674 (Commission File Number) (I.R.

CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [***]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [***]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXHIBIT 10.1 EIGHTH AMENDMENT TO MASTER LEASE AGREEMENT THIS EIGHTH AMENDMENT TO MASTER LEASE AGREEMENT (the “Amendment”) dated this 31st day of May, 2012, (the “Effective

Annual Report -

10-K/A 1 fy201110-kamaindocument.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑K/A (Amendment No. 1) (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 4, 2012 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition per

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Chief Executive Officer and Chief Financial Officer of CPI Corp., a Delaware corporation (the “Company”), do hereby certify that: (1) The Annual

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement - 8-K - FORBEARANCE AGREEMENT

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): May 24, 2012 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10204 43-1256674 (Commission File Number) (I.R.

JOINDER TO GUARANTY AND COLLATERAL AGREEMENT

CONFIDENTIAL EXHIBIT 10.2 JOINDER TO GUARANTY AND COLLATERAL AGREEMENT This JOINDER AGREEMENT (this “Agreement”) dated as of May 23, 2012 is executed by the undersigned for the benefit of Bank of America, N.A., as the Administrative Agent (the “Administrative Agent”), in connection with that certain Guaranty and Collateral Agreement dated as of August 30, 2010, among the Grantors party thereto and

FORBEARANCE AGREEMENT

CONFIDENTIAL EXHIBIT 10.1 FORBEARANCE AGREEMENT This Forbearance Agreement dated as of May 18, 2012 (the “Agreement”), is entered into by and among: (i) CPI Corp, a Delaware corporation (“Borrower”); (ii) Consumer Programs Incorporated, a Missouri Corporation (“CP Inc.”), CPI Canadian Holdings, Inc., a Delaware corporation (“CPI Canada”), CPI Images, L.L.C., a Missouri limited liability company (“

- 2 -

EX-10.40 4 exhibit1040fy2011.htm EX-10.40 EXHIBIT 10.40 February 3, 2012 Mr. David M. Meyer, Managing Director Knightspoint Partners, LLC 1325 Avenue of the Americas, 27th Floor New York, NY 10019 Dear David: This will confirm your agreement with CPI Corp. (the “Company”) regarding your position as the Executive Chairman (the “Chairman”) of the Board of Directors of the Company (the “Board”). You

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 4, 2012 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 n

(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) CPI CORP. NONSTATUTORY STOCK OPTION AGREEMENT

EXHIBIT 10.42 (PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) CPI CORP. NONSTATUTORY STOCK OPTION AGREEMENT THIS NONSTATUTORY STOCK OPTION AGREEMENT (the “Agreement”) is made effective as of February 13, 2012 (the “Grant Date”), between CPI Corp., a Delaware corporation (the “Company”), and James J. Abel (the “Employee”), pursuant to the CPI Corp. Omnibus Incentive Plan (the “Plan”). Capitalized terms

Master Lease Termination Agreement Multiple CPI Locations

EX-10.45 9 exhibit1045fy2011.htm EX-10.45 EXHIBIT 10.45 Master Lease Termination Agreement Multiple CPI Locations THIS MASTER LEASE TERMINATION AGREEMENT (“Agreement”) is made and entered into by and between WAL-MART STORES EAST, LP, individually and only as to Stores owned, leased, or operated in AL, CT, DC, DE, FL, GA, IN, KY, ME, MD, MA, MI, MS, MO, NH, NJ, NM, NY, NC, OH, OK, PA, RI, SC, TN, V

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Chief Executive Officer and Chief Financial Officer of CPI Corp., a Delaware corporation (the “Company”), do hereby certify that: (1) The Annual

Master Relationship Termination Agreement Multiple CPI Locations

EX-10.46 10 exhibit1046fy2011.htm EX-10.46 EXHIBIT 10.46 Master Relationship Termination Agreement Multiple CPI Locations THIS MASTER RELATIONSHIP TERMINATION AGREEMENT (“Agreement”) is made and entered into by and between WAL-MART STORES EAST, LP, individually and only as to Stores owned, leased, or operated in AL, CT, DC, DE, FL, GA, IN, KY, ME, MD, MA, MI, MS, MO, NH, NJ, NM, NY, NC, OH, OK, PA

(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)

EX-10.43 7 exhibit1043fy2011.htm EX-10.43 EXHIBIT 10.43 (PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) EXECUTION COPY EMPLOYMENT SEPARATION AND RELEASE AGREEMENT THIS EMPLOYMENT SEPARATION AND RELEASE AGREEMENT (“Agreement”) is made and entered into as of the 26th day of March, 2012, by and between Renato Cataldo, an individual (“Executive”), and CPI Corp., a Delaware corporation (alternatively and c

SUBSIDIARIES OF THE REGISTRANT AS OF FEBRUARY 4, 2012 STATE / PROVINCE COUNTRY CPI Corp. Delaware United States Consumer Programs Incorporated Missouri United States Sandy Realty Holding, LLC Missouri United States Centrics Technology, Inc. Delaware

EX-21 14 exhibit210fy2011.htm EXHIBIT 21.0 SUBSIDIARIES OF THE REGISTRANT AS OF FEBRUARY 4, 2012 STATE / PROVINCE COUNTRY CPI Corp. Delaware United States Consumer Programs Incorporated Missouri United States Sandy Realty Holding, LLC Missouri United States Centrics Technology, Inc. Delaware United States CPI Images, L.L.C. Missouri United States CPI Research and Development, Inc. Delaware United

BRU # Studio Address 1 City State Zip 6377 76533 2700 US HIGHWAY 22 E UNION NJ 07083 9250 76548 32233 GRATIOT AVE ROSEVILLE MI 48066 6539 76549 465 US HIGHWAY 46 TOTOWA NJ 07512 9562 76555 1220 NORTH TOWN EAST BLVD MESQUITE TX 75150 6385 76570 300 QU

EX-10.47 11 exhibit1047fy2011.htm EXHIBIT 10.47 April 3, 2012 Mr. Brian Howard Vice President - Store Operations Toys “R” Us - Delaware, Inc. 1 Geoffrey Way Wayne, NJ 07470 Dear Brian, This will acknowledge receipt of your letter dated as of March 16, 2012, relating to the termination of the license under the Amended and Restated License Agreement, dated as of December 23, 2005, as amended, by and

(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)

EX-10.39 3 exhibit1039fy2011.htm EX-10.39 (PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) EXHIBIT 10.39 March 18, 2011 Mr. David M. Meyer, Managing Director Knightspoint Partners, LLC 1325 Avenue of the Americas, 27th Floor New York, NY 10019 Dear David: This will confirm your agreement with CPI Corp. (the “Company”) regarding your compensation as Executive Chairman (the “Chairman”) of the Board of Di

CPI CORP. COMPUTATION OF (LOSS) INCOME PER SHARE - DILUTED FISCAL YEARS ENDED FEBRUARY 4, 2012, FEBRUARY 5, 2011 AND FEBRUARY 6, 2010 in thousands except share and per share data 2011 2010 2009 Common shares outstanding at beginning of fiscal period

EX-11.1 12 exhibit111fy2011.htm EXHIBIT 11.1 CPI CORP. COMPUTATION OF (LOSS) INCOME PER SHARE - DILUTED FISCAL YEARS ENDED FEBRUARY 4, 2012, FEBRUARY 5, 2011 AND FEBRUARY 6, 2010 in thousands except share and per share data 2011 2010 2009 Common shares outstanding at beginning of fiscal period 9,129,013 9,184,081 9,199,137 Shares (repurchased) issued during the period - weighted average (2,563 ) 2

(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)

EX-10.41 5 exhibit1041fy2011.htm EX-10.41 EXHIBIT 10.41 (PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) CONFIDENTIAL TREATMENT IS REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [***]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. February 8, 2012 James J. Abel 2949 N. Park Boulevard Cleveland Heig

CPI CORP. COMPUTATION OF (LOSS) INCOME PER SHARE - BASIC FISCAL YEARS ENDED FEBRUARY 4, 2012, FEBRUARY 5, 2011 AND FEBRUARY 6, 2010 in thousands except share and per share data 2011 2010 2009 Common shares outstanding at beginning of fiscal period 9,

EX-11.2 13 exhibit112fy2011.htm EXHIBIT 11.2 CPI CORP. COMPUTATION OF (LOSS) INCOME PER SHARE - BASIC FISCAL YEARS ENDED FEBRUARY 4, 2012, FEBRUARY 5, 2011 AND FEBRUARY 6, 2010 in thousands except share and per share data 2011 2010 2009 Common shares outstanding at beginning of fiscal period 9,129,013 9,184,081 9,199,137 Shares (repurchased) issued during the period - weighted average (2,563 ) 206

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 23.0 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors CPI Corp.: We consent to the incorporation by reference in the registration statements No. 333-153132, No. 333-142077, No. 333-124611, No. 333-08634, No. 333-08636 and No. 333-64296 on Form S-8 of CPI Corp. of our reports dated May 4, 2012, with respect to the consolidated balance sheets of CPI Corp. and s

AMENDMENT TO THE LICENSE AGREEMENT

EXHIBIT 10.44 AMENDMENT TO THE LICENSE AGREEMENT THIS AMENDMENT (“Amendment”) is dated as of the 6th day of March, 2012, by and between Consumer Programs Incorporated, a Missouri corporation (“Licensee”), Sears, Roebuck and Co., a New York corporation (“Sears”), and CPI Corp., a Delaware corporation (“CPI”) to amend that certain License Agreement, dated as of January 1, 2009, entered into by and b

(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)

(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) EXHIBIT 10.37 March 18, 2011 Mr. David M. Meyer, Managing Director Knightspoint Partners, LLC 1325 Avenue of the Americas, 27th Floor New York, NY 10019 Dear David: This will confirm your agreement with CPI Corp. (the “Company”) regarding your compensation as Executive Chairman (the “Chairman”) of the Board of Directors of the Company (the “Board”) durin

Financial Statements and Exhibits, Results of Operations and Financial Condition - MAY 4, 2012 FY11 EARNINGS RELEASE

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): May 4, 2012 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10204 43-1256674 (Commission File Number) (I.R.S

NAME Jane Nelson FROM CPI Corp. ADDRESS 1706 Washington Avenue CITY St. Louis STATE, ZIP Missouri, 63103 TELEPHONE (314) 231-1575 CPI CORP. ANNOUNCES 2011 FOURTH-QUARTER RESULTS

EXHIBIT 99.1 CPI Corp. news for immediate release FOR RELEASE May 4, 2012 FOR FURTHER INFORMATION CONTACT: NAME Jane Nelson FROM CPI Corp. ADDRESS 1706 Washington Avenue CITY St. Louis STATE, ZIP Missouri, 63103 TELEPHONE (314) 231-1575 CPI CORP. ANNOUNCES 2011 FOURTH-QUARTER RESULTS ST. LOUIS, May 4, 2012 - CPI Corp. (OTCQX: CPIC) today reported results for the fiscal 2011 fourth quarter ended Fe

- 12B-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER 1-10204 CUSIP NUMBER 125902-10-6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Costs Associated with Exit or Disposal Activities - Q1 2012 KKPS STUDIO CLOSURES

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): April 9, 2012 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10204 43-1256674 (Commission File Number) (I.R

Costs Associated with Exit or Disposal Activities

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): February 23, 2012 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10204 43-1256674 (Commission File Number)

CPI CORP. TO TRADE ON OTCQX AS “CPIC”

CPI Corp. news for immediate release FOR RELEASE February 8, 2012 FOR FURTHER INFORMATION, CONTACT: NAME Jane Nelson FROM CPI Corp. ADDRESS 1706 Washington Avenue CITY St. Louis STATE, ZIP Missouri 63103 TELEPHONE (314) 231-1575 CPI CORP. TO TRADE ON OTCQX AS “CPIC” St. Louis – (February 8, 2012) – CPI Corp. (NYSE: CPY) (OTCQX: CPIC) today announced it will commence trading on OTCQX under “CPIC” a

CPI CORP. STOCK TO TRADE ON OTCQX STARTING FEBRUARY 9, 2012

CPI Corp. news for immediate release FOR RELEASE February 3, 2012 FOR FURTHER INFORMATION, CONTACT: NAME Jane Nelson FROM CPI Corp. ADDRESS 1706 Washington Avenue CITY St. Louis STATE, ZIP Missouri 63103 TELEPHONE (314) 231-1575 CPI CORP. STOCK TO TRADE ON OTCQX STARTING FEBRUARY 9, 2012 ST. LOUIS, February 3, 2012 – CPI Corp. (NYSE: CPY) today announced that its common stock will begin trading on

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits - FEBRUARY 3, 2012

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): February 3, 2012 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-10204 (Commission File Number) 1706 Washing

CPI CORP. ANNOUNCES LEADERSHIP TRANSITION Director Jim Abel Named Interim President and Chief Executive Officer

CPI Corp. news for immediate release FOR RELEASE February 9, 2012 FOR FURTHER INFORMATION, CONTACT: NAME Jane Nelson FROM CPI Corp. ADDRESS 1706 Washington Avenue CITY St. Louis STATE, ZIP Missouri 63103 TELEPHONE (314) 231-1575 CPI CORP. ANNOUNCES LEADERSHIP TRANSITION Director Jim Abel Named Interim President and Chief Executive Officer St. Louis – (February 9, 2012) – CPI Corp. (NYSE: CPY; OTCQ

NAME Jane Nelson FROM CPI Corp. ADDRESS 1706 Washington Avenue CITY St. Louis STATE, ZIP Missouri, 63103 TELEPHONE (314) 231-1575 CPI CORP. REPORTS SALES TRENDS FOR 2011 HOLIDAY PERIOD -- Company Updates Quarter-to-Date Preliminary Sales Figures --

EXHIBIT 99.1 CPI Corp. news for immediate release FOR RELEASE January 13, 2012 FOR FURTHER INFORMATION CONTACT: NAME Jane Nelson FROM CPI Corp. ADDRESS 1706 Washington Avenue CITY St. Louis STATE, ZIP Missouri, 63103 TELEPHONE (314) 231-1575 CPI CORP. REPORTS SALES TRENDS FOR 2011 HOLIDAY PERIOD - Company Updates Quarter-to-Date Preliminary Sales Figures - ST. LOUIS, January 13, 2012 - CPI Corp. (

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a2011holidayearningsrelease.htm 8-K ON PRESS RELEASE ISSUED JANUARY 13, 2012 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): January 13, 2012 CPI CORP. (Exact Name of Registrant as Specified in its Charter) Delaware (State or