##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549Form 10-K/A
  Amendment No. 1
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    February 28, 2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   COMMISSION
    FILE
    NO. 000-24452
 PREMIER EXHIBITIONS,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Florida

20-1424922(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer 
    Identification No.)   3340
    Peachtree Rd., N.E., Suite 2250
    Atlanta, GA 30326 (Address
    of principal executive offices)
  Registrants telephone number, including area code:
 404-842-2600
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.0001 per share

The Nasdaq Stock Market LLC 
    (Nasdaq Global Market)   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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EXPLANATORY
    NOTE
  Form 10-K/A Form 10-K 10-K).
  10-K Form 10-K 10-K 10-K Original 10-K Rule 13a-14 10-K. 10-K
 i




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##### 



TABLE OF
    CONTENTS
   
 PART IIITEM 5.


MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


1PART IIIITEM 10.


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


1ITEM 11.


EXECUTIVE COMPENSATION


5ITEM 12.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


19ITEM 13.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


22ITEM 14.


PRINCIPAL ACCOUNTANT FEES AND SERVICES


24PART IVITEM 15.


EXHIBITS, FINANCIAL STATEMENT SCHEDULES


25EX-31.1EX-31.2EX-32.1   ii




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PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Stock
    Performance Graph
  ®
  
  2003



2004



2005



2006



2007



2008



2009Premier Exhibitions, Inc.


$
100



$
1,714



$
1,643



$
5,757



$
15,457



$
7,229



$
1,143Standard & Poors 600 Small Cap Index


$
100



$
154



$
180



$
205



$
221



$
204



$
112Russell
    3000®

    Index


$
100



$
141



$
152



$
168



$
188



$
185



$
102  PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors   1




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DirectorName and Background

SinceWilliam M. Adams,age 38, has served as one of our
    directors since January 2009. Mr. Adams has been a
    Principal with Alpine Investors, LP since September 2001. Alpine
    Investors, LP is a private equity investor in micro-cap
    companies focused on firms with less than $100 million of
    revenue. The firm currently manages $250 million.
    Mr. Adams focuses primarily on managing and monitoring the
    operational performance of portfolio companies and developing
    and implementing growth strategies. Leveraging early career
    roles that included marketing and sales positions at The Clorox
    Company and strategic work as a management consultant at The
    Mitchell Madison Group, a global strategic consulting practice,
    he works most closely with Alpines consumer, retail and
    direct marketing oriented businesses. Mr. Adams serves on
    the Boards of Directors of Direct Marketing Solutions, Inc.,
    Lighting By Gregory, McKissock and YLighting, all of which are
    private companies. He received a Master of Business
    Administration from the Kellogg Graduate School of Management at
    Northwestern University and a Bachelor of Arts from Colgate
    University.


2009Douglas Banker,age 57, has served as one of our
    directors since August 2000. Mr. Bankers more than
    30 years of experience in the entertainment industry
    includes providing management services to musicians and
    recording artists; marketing, merchandising, licensing and sales
    of music media products; and the development and management of
    concerts and similar events. Mr. Banker is currently Vice
    President of McGhee Entertainment, a successful artist
    management company with offices in Los Angeles and Nashville.
    McGhee Entertainment has managed and marketed the careers of
    many successful recording artists, including Bon Jovi, Motley
    Crue, Scorpions, KISS, Hootie & The Blowfish, Ted
    Nugent, Asian pop-star Tata Young and country music stars Chris
    Cagle and Darius Rucker. Mr. Banker also served as
    President of the Board of the Motor City Music Foundation in
    Detroit, Michigan from 1996 to 2000.


2000N. Nick Cretan, age 74, has served as one of our
    directors since April 2000. Mr. Cretan has more than
    30 years of management experience, including as Chief
    Operating Officer of the non-profit Maritime Association of the
    Port of New York and New Jersey, which is a trade association to
    develop and promote the Port of New York and New Jersey.
    Mr. Cretan held this position until he retired in 2004.
    Previously, he served as Deputy Director of the
    San Francisco Marine Exchange, as Staff Assistant at the
    National Federation of Independent Business and as Executive
    Director of the American Merchant Marine Memorial Foundation. He
    also serves as President of Spirit of Liberty Foundation,
    President of Friends of Gateway National Parks Foundation and
    Trustee of the United Seamens Service.


2000Christopher J. Davino,age 43, has served as one of
    our directors and as our interim President and Chief Executive
    Officer since January 2009. From 2007 to 2009, he was a
    principal and Head of the Corporate Rescue Group of XRoads
    Solutions Group, LLC, a corporate restructuring management
    consulting company. At XRoads, Mr. Davino oversaw a
    national advisory practice of approximately 30 professionals
    providing strategic, operational and financial advice, interim
    and crisis management, and transactional services to financially
    distressed middle market companies and their various creditor
    and interest holder constituencies. Transactional services
    included mergers and acquisitions, debt and equity capital
    raising and balance sheet recapitalizations. From early 2006
    until 2007, Mr. Davino was President of Osprey Point
    Advisors, LLC, a firm providing consulting and investment
    banking services to companies, including capital raising and
    mergers and acquisitions transactional services. From July 2004
    through December 2005, Mr. Davino was President of
    E-Rail
    Logistics Inc., a rail-based logistics company, which he
    founded. Prior to that position, he worked as a restructuring
    professional at Financo Inc., an investment banking firm,
    Wasserstein Perella Co., an investment banking firm, and Zolfo
    Cooper & Co., an advisory and interim management firm
    providing restructuring services. Mr. Davino is a member of
    the Board of Directors of Hirsh International Corp., a public
    company, and has recently served as Chairman of the Board of
    Directors of Pendum Inc., a national ATM servicing business and
    a private company, where he directed the companys
    restructuring activities, including the sale of the business.
    Mr. Davino received his Bachelor of Science from Lehigh
    University.


2009 2




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DirectorName and Background

SinceMark A. Hugh Sam, age 44, has served as one of our
    directors since July 2008. Mr. Hugh Sam was a member and
    Director of Research for Sellers Capital LLC, an investment
    management firm, from 2005 to 2009. Sellers Capital LLC manages
    Sellers Capital Master Fund, Ltd., a hedge fund that is our
    largest shareholder. From 2003 to 2005, Mr. Hugh Sam was a
    research analyst for Morningstar, Inc., a provider of investment
    research. Mr. Hugh Sam is a member of the Canadian
    Institute of Chartered Accountants and is a Chartered Financial
    Analyst.


2008Jack Jacobs,age 63, has served as one of our
    directors since January 2009. Mr. Jacobs has been a
    principal of The Fitzroy Group, Ltd., a firm that specializes in
    the development of residential real estate in London and invests
    both for its own account and in joint ventures with other
    institutions, for the past five years. He has held the McDermott
    Chair of Politics at West Point since 2005 and has served as an
    NBC military analyst since 2002. Mr. Jacobs was a
    co-founder and Chief Operating Officer of AutoFinance Group
    Inc., one of the firms to pioneer the securitization of debt
    instruments, from 1988 to 1989; the firm was subsequently sold
    to KeyBank. He was a Managing Director of Bankers
    Trust Corporation, a diversified financial institution and
    investment bank, where he ran foreign exchange options worldwide
    and was a partner in the institutional hedge fund business. He
    retired in 1996 to pursue investments. Mr. Jacobs
    military career included two tours of duty in Vietnam, where he
    was among the most highly decorated soldiers, earning three
    Bronze Stars, two Silver Stars and the Medal of Honor, the
    nations highest combat decoration. He retired from active
    military duty as a Colonel in 1987. Since January 2007,
    Mr. Jacobs has served as a member of the Board of Directors
    of Xedar Corporation, a public company; and since June 2006 he
    has been a director of Visual Management Systems, a private
    company. Mr. Jacobs earned a Bachelor of Arts and a
    Masters degree from Rutgers University.


2009Alan B. Reed, age 51, is the founder of Reed
    Financial Corporation, a firm he created in 2002 to provide
    accounting and business advisory services. From 1983 to 2002,
    Mr. Reed was President of Alan B. Reed, CPA, P.C., an
    accounting firm specializing in the entertainment industry. From
    1983 to 1993, Mr. Reed was President of Personal Business
    Management Services, Inc., a company that managed federally
    insured credit unions.


2006Mark A. Sellers,age 40, has served as Chairman of
    the Board since January 2009 and as one of our directors since
    July 2008. Mr. Sellers has been the founder and managing
    member of Sellers Capital LLC, an investment management firm,
    since 2003. Sellers Capital LLC manages Sellers Capital Master
    Fund, Ltd., a hedge fund that is our largest shareholder. Prior
    to founding Sellers Capital LLC, Mr. Sellers was the Lead
    Equity Strategist for Morningstar, Inc., a provider of
    investment research. He holds a Bachelor of Arts from Michigan
    State University and a Master of Business Administration from
    the Kellogg School of Management at Northwestern University.


2008Bruce Steinberg,age 52, has served as one of our
    directors since January 2009. Mr. Steinberg is the former
    Chief Executive Officer of Hit Entertainment Limited, a
    television production company in London. During his tenure at
    Hit Entertainment Limited from June 2005 to March 2008, he
    turned around declining performance with increased growth for
    three consecutive years, recruited the senior management,
    reduced staff costs and consolidated operations. He also
    restructured the business and revitalized production.
    Mr. Steinberg managed a staff of 350 with offices in
    London, New York, Dallas, Manchester, Hong Kong and Tokyo. From
    2002 to 2004, he was the Chief Executive Officer of Fox Kids
    Europe Limited, a publicly traded company broadcasting to more
    than 100 million homes in 57 countries. Mr. Steinberg
    has more than 20 years of entertainment industry
    experience. He is currently Non Executive Chairman of Wannabet
    Ltd., a private company, and a board member of JDRF UK, a
    charitable organization. Mr. Steinberg received a Master of
    Business Administration from Harvard Business School and a
    Bachelor of Arts from Cambridge University and Columbia
    University.


2009 3




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DirectorName and Background

SinceSamuel S. Weiser,age 49, has been a member and the
    Chief Operating Officer of Sellers Capital LLC, an investment
    management firm, where he is responsible for all non-investment
    activities, since 2007. Mr. Weiser is also an indirect
    investor in Sellers Capital Master Fund, Ltd., an investment
    fund managed by Sellers Capital LLC and Premiers largest
    shareholder. Since February 2009, Mr. Weiser has been
    providing consulting services to us through a consulting
    agreement, which we do not expect to continue past July 31,
    2009. From April 2005 to 2007, he was a Managing Director
    responsible for the Hedge Fund Consulting Group within
    Citigroup Inc.s Global Prime Brokerage division. From 2002
    to April 2005, he was the President and Chief Executive Officer
    of Foxdale Management, LLC, a consulting firm founded by
    Mr. Weiser that provided operational consulting to hedge
    funds and litigation support services in hedge fund related
    securities disputes. Mr. Weiser also served as Chairman of
    the Managed Funds Association, a lobbying organization for the
    hedge fund industry, from 2001 to 2003.


director
    nominee   Executive
    Officers
    Christopher J. Davino
  John A. Stone S-1
  10-K 10-K.
  Section 16(a)
    Beneficial Ownership Reporting Compliance
  greater-than-10%
    Code of
    Ethics
  www.prxi.com Form 8-K
 4




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Corporate
    Governance
  Corporate
    Governance and Nominating Committee Information
      Audit
    Committee Information and Audit Committee Financial
    Expert
    de minimis
  ITEM 11.
    EXECUTIVE
    COMPENSATION  Compensation
    Discussion and Analysis
  Introduction
     5




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Compensation
    Policies and Practices for Fiscal Year 2010 and the
    Future
    Role
    of Our Compensation Committee
   6




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Compensation
    Plans and Programs
        Mr. Davinos
    Compensation
   7




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go-to-market
   8




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Mr. Stones
    Compensation
  S-1
      Tax,
    Accounting and Other Considerations
     9




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Compensation
    Committee Report
  Regulation S-K,
  Compensation Committee*:
  Chairman
    *
    
    Mr. Adams did not succeed Mr. Sellers as a
    compensation committee member until June 17, 2009 and,
    therefore, was not asked to sign this report.  2009
    Summary Compensation Table
    Stock

Option

All OtherName and Principal

Fiscal

Salary

Bonus

Awards

Awards

Compensation

TotalPosition(1)

Year

($)

($)

($)(2)

($)(2)

($)(3)

($)Christopher J. Davino(4)


2009



54,839















12,470



67,309Interim President and 
    Chief Executive OfficerArnie Geller(5)


2009



647,570











1,663,278
(6)


173,045



2,483,893Former Chairman of the Board,


2008



675,849



300,000
(7)






148,873



135,895



1,260,617President and Chief Executive Officer


2007



404,735











83,611



97,765



586,111Bruce Eskowitz(8)


2009



459,924



1,000,000




(9)



(9)


604,228



2,064,152Former President and
    Chief Executive Officer


2008



312,500



951,923
(10)


988,750
(9)


658,750
(9)


99,333



3,011,256Kelli L. Kellar(11)


2009



152,882



5,000



92,056



27,858



11,865



289,661Former Acting Chief Financial Officer and Chief Accounting
    Officer


2008



70,288



38,300
(12)


29,476



8,277



4,907



151,248Harold W. Ingalls(13)


2009



230,013



25,000







49,800



50,230



355,043Former Vice President and 
    Chief Financial Officer


2008



10,962



25,000
(14)














35,962Brian Wainger(15)


2009



108,336



50,000







8,601



125,000



291,937Former Vice President and


2008



190,654



93,500
(16)






269,967



1,250



555,371Chief Legal Counsel


2007



173,250











283,885



2,996



460,131Thomas Zaller(17)


2009



246,044



75,000







27,194



11,865



360,103Former Vice President of


2008



262,149



175,000
(18)






218,364



12,527



668,040Exhibitions


2007



210,000











232,282



17,744



460,026     (1)
    
    Mr. Stone was appointed as our chief financial officer on
    May 13, 2009, after the end of fiscal year 2009, and is,
    therefore, not included in this table. 10




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(2)
    
    The dollar values of restricted stock awards and stock option
    awards presented in these columns are equal to the corresponding
    compensation cost determined in accordance with
    SFAS No. 123R, except no estimates for forfeitures
    have been assumed. SFAS No. 123R requires that the
    fair value of all share-based payments to employees, including
    awards of employee stock options, be measured on their grant
    date and either recognized as expense in the income statement
    over the requisite service period or, if appropriate,
    capitalized and amortized. A discussion of the assumptions used
    in calculating the compensation cost is set forth in Note 6
    (Stock Options) to the Consolidated Financial Statements in our
    Annual Report on
    Form 10-K
    for our fiscal year ended February 28, 2007, Note 7
    (Stock Options) to the Consolidated Financial Statements in our
    Annual Report on
    Form 10-K
    for our fiscal year ended February 29, 2008, and in
    Note 7 (Stock Compensation) to the Consolidated Financial
    Statements in our Annual Report on
    Form 10-K
    for our fiscal year 2009. We did not make any restricted stock
    awards or stock option awards to our named executive officers
    during fiscal year 2009. The amounts shown in these columns
    represent the compensation cost we recognized in fiscal year
    2009 related to restricted stock and option awards granted in
    prior years, as described in SFAS No. 123(R). The
    amounts shown in these columns reflect our accounting expense
    for these awards and do not necessarily correspond to the actual
    value that will be recognized by the named executive officers.(3)
    
    The amounts in the All Other Compensation Column for fiscal year
    2009 consist of the following compensation items:  Medical


Health





Living andFiscal


Insurance


Care Cost


Auto


Commuting





UnpaidName

Year(a)


Premiums($)


Reimbursement($)


Allowance($)


Allowance($)


Relocation($)


Vacation($)


Severance($)


Consulting($)


Total($)Christopher J. Davino


2009



2,051











10,419



















12,470Arnie Geller


2009







52,562



10,000











110,483











173,045Bruce Eskowitz


2009



11,865











27,500



24,853







540,010
(b)






604,228Kelli L. Kellar


2009



11,865































11,865Harold W. Ingalls


2009



11,865























38,365
(c)






50,230Brian Wainger


2009































125,000



125,000Thomas Zaller


2009



11,865































11,865     (a)
    
    The table above summarizes the amounts in the All Other
    Compensation Column for fiscal year 2009. The All Other
    Compensation Column for fiscal year 2008 includes the following
    compensation items: (i) for Mr. Geller, medical
    expenses of $47,288, life insurance expenses of $11,675, the
    cost of purchasing an automobile of $14,000, an automobile
    allowance of $12,000 and unused vacation pay of $44,195;
    (ii) for Mr. Eskowitz, relocation expenses of $55,926,
    rent expenses of $38,500 and medical expenses of $4,907;
    (iii) for Ms. Kellar, medical expenses of $4,907;
    (iv) for Mr. Wainger, medical expenses of $1,250; and
    (v) for Mr. Zaller, medical expenses of $11,777.(b)
    
    Pursuant to his separation agreement, upon his resignation on
    August 19, 2008, Mr. Eskowitz became entitled to a
    severance payment of $1,080,020, payable in bi-weekly
    installments from September 1, 2008 to August 31,
    2009. During the
    12-month
    severance period, we are also required to provide to
    Mr. Eskowitz health insurance benefits at the estimated
    cost of $13,046, increasing his total severance amount to
    approximately $1,093,065. The amount in this column represents
    the severance payment received by Mr. Eskowitz during
    fiscal year 2009.(c)
    
    Pursuant to the employment agreement, upon his resignation on
    January 10, 2009, Mr. Ingalls became entitled to a
    severance payment of $285,000 and continued health insurance
    benefits for the
    12-month
    severance period at the estimated cost of $12,837. The amount in
    this column represents the severance payment received by
    Mr. Ingalls during fiscal year 2009 (including the health
    insurance costs, but excluding the acceleration of
    Mr. Ingalls options and restricted stock awards).(4)
    
    Mr. Davino was appointed as our interim president and chief
    executive officer on January 28, 2009, following the
    conclusion of Sellers Capitals LLCs consent solicitation.
    On the same day, he was seated as one of our directors.(5)
    
    On January 28, 2009, we terminated Mr. Geller as our
    chairman of the board, president and chief executive officer. On
    February 9, 2009, he resigned as a director. 11




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(6)
    
    In connection with Mr. Gellers termination on
    January 28, 2009, the vesting of 400,000 stock options with
    an exercise price of $4.31 was accelerated, resulting in us
    recognizing $1,579,667 in stock compensation income.(7)
    
    This amount represents a discretionary cash bonus authorized by
    our compensation committee on July 19, 2007.(8)
    
    Mr. Eskowitz resigned as our president, chief executive
    officer and director on August 19, 2008.(9)
    
    In connection with Mr. Eskowitzs resignation on
    August 19, 2009, he forfeited 625,000 restricted stock
    awards and 625,000 option awards pursuant to his separation
    agreement, resulting in us recognizing $3,020,000 in stock
    compensation income for amounts previously expensed. We did not
    reflect a negative number for fiscal year 2009 for the amounts
    previously reported.(10)
    
    This amount represents a cash bonus paid to Mr. Eskowitz
    pursuant to the terms of his employment agreement on
    October 15, 2007.(11)
    
    Ms. Kellar resigned as our chief accounting officer and
    acting chief financial officer on May 15, 2009.(12)
    
    This amount includes a cash signing bonus paid to
    Ms. Kellar on November 27, 2007 of $33,300 and a
    $5,000 discretionary cash bonus earned during fiscal year 2008
    and authorized by our compensation committee on April 17,
    2008.(13)
    
    Mr. Ingalls resigned as our vice president, chief financial
    officer and director on January 10, 2009.(14)
    
    This amount represents a cash signing bonus paid to
    Mr. Ingalls on February 20, 2008.(15)
    
    On August 19, 2008, Mr. Wainger resigned as our vice
    president and chief legal counsel and is currently providing
    consulting services to us.(16)
    
    This amount includes a $43,500 discretionary cash bonus
    authorized by our compensation committee on July 19, 2007,
    and a $50,000 discretionary cash bonus earned during fiscal year
    2008 and authorized by our compensation committee on
    April 17, 2008.(17)
    
    The term of Mr. Zallers employment agreement expired
    on January 27, 2009, and his employment as our vice
    president of exhibitions did not continue after that date.(18)
    
    This amount includes a $100,000 discretionary cash bonus
    authorized by our compensation committee on July 19, 2007,
    and a $75,000 discretionary cash bonus earned during fiscal year
    2008 and authorized by our compensation committee on
    April 17, 2008.  2009
    Grants of Plan-Based Awards
    Estimated Future PayoutsUnder Non-Equity Incentive Plan AwardsThreshold


Target


MaximumName

($)


($)


($)Christopher J. Davino






140,000
(1)


Arnie Geller










Bruce Eskowitz










Kelli L. Kellar










Harold W. Ingalls










Brian Wainger










Thomas Zaller










     (1)
    
    Represents the estimated future bonus payout upon
    Mr. Davinos satisfaction of the performance criteria
    established by our compensation committee for
    Mr. Davinos first four months of employment with us. 12




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Annual
    Base Salary as a Percent of Total Compensation
      Employment
    Agreements
        Christopher J. Davino.
      John A. Stone.
 13




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Outstanding
    Equity Awards at February 28, 2009
    Option Awards


Stock AwardsNumber of


Number ofShares


SharesUnderlying


Underlying








Number of


Market ValueUnexercised


Unexercised


Option





Shares


of SharesOptions


Options


Exercise


Option


That Have


That Have(#)


(#)


Price


Expiration


Not Vested


Not VestedName

Exercisable


Unexercisable


($)


Date


(#)


($)(1)Christopher J. Davino


















Arnie Geller


75,000







0.40



1/27/2011
(2)500,000







0.40



2/2/2012
(2)75,000







0.32



12/12/2013
(2)75,000







3.65



1/27/2016
(3)400,000







4.31



4/11/2016
(4)



Bruce Eskowitz















(5)
(6)


Kelli L. Kellar


3,334



6,666



9.93



11/27/2017
(7)3,333
(8)


2,66613,333
(9)


10,666Harold Ingalls


15,000







4.93



2/20/2018
(10)



Brian Wainger


33,334







1.70



4/15/2015
(11)66,666







2.15



9/13/2015
(12)100,000







3.65



1/27/2016
(13)



Thomas Zaller


50,000







0.28



12/12/2013
(14)100,000







2.15



9/13/2015
(15)100,000







3.65



1/27/2016
(16)



     (1)
    
    The market value of shares reported in this column is based on
    the closing market price of our common stock of $0.80 per share
    on February 27, 2009, which was the last trading day of
    fiscal year 2009.(2)
    
    Exercised on April 27, 2009. These options had three-year
    vesting terms, with
    331/3%
    of the options vesting on each of the first, second and third
    anniversaries of their grant dates of January 27, 2001,
    February 2, 2002, and December 12, 2003, respectively.(3)
    
    This option vested in thirty-six equal monthly installments from
    the January 27, 2006 grant date.(4)
    
    These options were to vest in equal monthly installments over
    the two-year period from February 4, 2009 to
    February 4, 2011, but were accelerated upon
    Mr. Gellers termination as our president and chief
    executive officer on January 28, 2009.(5)
    
    Upon his termination of employment, Mr. Eskowitz forfeited
    625,000 options previously granted to him.(6)
    
    Upon his termination of employment, Mr. Eskowitz forfeited
    625,000 shares of restricted stock previously granted to
    him.(7)
    
    Of the 6,666 options unexercisable at February 28, 2009,
    3,333 options were accelerated and became exercisable and 3,333
    options were forfeited in connection with Ms. Kellars
    resignation on May 15, 2009. 14




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##### Table of Contents



These options had a three-year vesting period, with
    331/3%
    of these options vesting on each of the first, second and third
    anniversaries of the November 27, 2007 grant date.(8)
    
    Of the 3,333 restricted stock awards not vested at
    February 28, 2009, 1,667 shares vested and
    1,666 shares were forfeited in connection with
    Ms. Kellars resignation on May 15, 2009. The
    restricted stock awards had a three-year vesting period, with
    331/3%
    of those shares vesting on each of the first, second and third
    anniversaries of the September 4, 2007 grant date.(9)
    
    Of the 13,333 restricted stock awards not vested at
    February 28, 2009, 6,667 shares vested and
    6,666 shares were forfeited in connection with
    Ms. Kellars resignation on May 15, 2009. The
    restricted stock awards had a three-year vesting period, with
    331/3%
    of those shares vesting on each of the first, second and third
    anniversaries of the November 27, 2007 grant date.(10)
    
    Upon Mr. Ingalls resignation on January 10,
    2009, 15,000 options became exercisable. On February 20,
    2008, Mr. Ingalls was awarded an option to purchase
    45,000 shares of common stock. The option had a three-year
    vesting period, with
    331/3%
    of the options vesting on each of the first, second and third
    anniversaries of the February 20, 2008 grant date. Upon
    Mr. Ingalls resignation, one-third of the shares
    under the option became immediately exercisable, and the
    remaining two-thirds of the shares under the option were
    cancelled.(11)
    
    33,334 options became exercisable on April 15, 2008.(12)
    
    33,333 options became exercisable on September 13, 2009,
    and 33,333 options became exercisable on September 13, 2008.(13)
    
    These options vested in 24 equal monthly installments from the
    January 27, 2006 grant date, such that 6,250 options
    become exercisable each month during such period.(14)
    
    Exercised on April 24, 2009. This option became exercisable
    immediately on the date of grant.(15)
    
    The amount includes 33,334 options that became exercisable on
    September 13, 2008.(16)
    
    These options vested in 24 equal monthly installments from the
    January 27, 2006 grant date, such that 6,250 options
    became exercisable each month during such period.  2009
    Option Exercises and Stock Vested
    Option Awards


Stock AwardsNumber of





Number ofShares Acquired


Value Realized


Shares Acquired


Value Realizedon Exercise


on Exercise


on Vesting


on VestingName

(#)


($)(1)


(#)


($)(2)Christopher J. Davino














Arnie Geller


83,167



178,809







Bruce Eskowitz














Kelli L. Kellar










8,334



92,058Harold W. Ingalls










25,000



123,250Brian Wainger














Thomas Zaller














     (1)
    
    The value realized on the exercise of stock options is based on
    the difference between the exercise price and the market price
    of our common stock on the date of exercise, multiplied by the
    number of shares acquired.(2)
    
    The value realized on the vesting of our restricted stock is
    determined by multiplying the number of shares acquired by the
    market price of our common stock on the date of vesting. 15




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##### Table of Contents



Potential
    Payments Upon Termination or Change-of-Control
        Compensation
    Committee
              Director
    Compensation
    New
    Director Compensation Plan
   16




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##### Table of Contents



Pre-2009 Director
    Compensation Plan
  Cash
    Compensation
      Stock
    Compensation
    Other
    Director Compensation
   17




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##### Table of Contents



2009 Director
    Compensation Table
    Fees Earnedor Paid in


Stock


Option


All OtherCash


Awards


Awards


Compensation


TotalName

($)


($)(1)


($)(2)


($)(3)


($)William M. Adams(4)


5,945
(5)


3,333
(6)










9,278Douglas Banker


24,345
(5)


3,333
(6)






18,390



46,069N. Nick Cretan


24,645
(5)


3,333
(6)






6,140



34,118Mark A. Hugh Sam


5,945
(5)


3,333
(6)










9,278Jack Jacobs(4)


5,945
(5)


3,333
(6)










9,278Jonathan F. Miller(7)


1,200








(7)






1,200Alan B. Reed


25,145
(5)


3,333
(6)






14,058



42,536Mark A. Sellers(8)


















Bruce Steinberg(4)


5,945
(5)


3,333
(6)










9,278James S. Yaffe(7)


1,900








(7)






1,900    (1)
    
    The dollar values of the stock awards shown in these columns
    were calculated in accordance with Statement of Financial
    Accounting Standards No. 123 (revised), Share-Based
    Payment (SFAS No. 123R), on the same
    basis as disclosed in footnote 2 to the 2009 Summary
    Compensation Table.(2)
    
    We did not grant any stock option awards to our non-employee
    directors for fiscal year 2009. As of February 28, 2009,
    the following vested and unvested stock option awards, in
    aggregate, were outstanding: Douglas Banker  225,000
    options; N. Nick Cretan  225,000 options; and Alan
    Reed  29,167 options.(3)
    
    The amounts shown in these columns represent the amounts that we
    paid for health care insurance premiums, health care expenses,
    life insurance premiums and long-term care insurance premiums.(4)
    
    Messrs. Adams, Jacobs and Steinberg were seated as our
    directors on January 28, 2009, following the conclusion of
    Sellers Capital LLCs consent solicitation.(5)
    
    Represents the amount earned with respect to fiscal year 2009.(6)
    
    On April 23, 2009, we granted 27,398 restricted stock
    units, with a SFAS 123R value of $20,000, to each of our
    then-serving non-employee directors (other than
    Mr. Sellers, who elected not to receive compensation) for
    the 2009 calendar year. The amounts shown in this column reflect
    the SFAS 123R value of these awards with respect to the
    last two months of our fiscal year 2009.(7)
    
    On August 18, 2008, Messrs. Miller and Yaffe resigned
    as our directors, and each forfeited 200,000 options awards with
    a SFAS No. 123R value of $2,108,000.(8)
    
    Mr. Sellers has elected not to receive any compensation for
    his services as a director or the chairman of our board of
    directors.  Compensation
    Committee Interlocks and Insider Participation
   18




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##### Table of Contents



ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Our
    Shareholders
    
    each shareholder known to us to be the beneficial owner of more
    than 5% of our common stock;
    each of our current directors, nominees for directors and
    executive officers; and
    all of our directors and executive officers as a group.  Common Stock Beneficially OwnedPercentage ofName of Beneficial Owner

Number of Shares (#)


Class (%) (1)More than 5% Shareholders:Sellers Capital Master Fund, Ltd. (2)


4,928,399



16.3
%Arnie Geller (3)


2,981,717



9.6
%Tricadia Capital Management, LLC (4)


2,091,600



6.9
%William S. and Janice S. Gasparrini (5)


2,288,937



7.6
%Morgan Stanley (6)


1,601,105



5.3
%Directors, Director Nominees and Executive Officers:William M. Adams (7)


27,398



Douglas Banker (7)(8)


332,398



1.1
%N. Nick Cretan (7)(8)


332,398



1.1
%Christopher J. Davino






Mark A. Hugh Sam (7)


27,398



Jack Jacobs (7)


27,398



Alan B. Reed (7)(9)


93,772



Mark A. Sellers (10)


4,928,399



16.3
%Bruce Steinberg (7)


27,398



John A. Stone (11)


75,000



Samuel S. Weiser (10)


4,928,399



16.3
%Directors and executive officers as a group (11 persons)
    (12)


5,871,559



19.1
%     (1)
    
    As reported by such persons as of June 17, 2009, with
    percentages based on 30,198,966 shares of our common stock
    issued and outstanding, except as indicated otherwise and except
    where the person has the right to acquire shares within the next
    60 days (as indicated in the other footnotes to this
    table), which increases the number of shares beneficially owned
    by such person and the number of shares outstanding. We have
    determined beneficial ownership in accordance with the
    SECs rules. Under such rules, beneficial
    ownership is deemed to include shares for which the
    individual, directly or indirectly, has or shares voting or
    dispositive power, whether or not they are held for the
    individuals benefit, and includes shares that may be
    acquired within 60 days, including, but not limited to, the
    right to acquire shares by exercise of options. Shares that may
    be acquired within 60 days are referred to in the footnotes
    to this table as presently exercisable options.
    Unless otherwise indicated in the footnotes to this table, each
    shareholder named in the table has sole voting and investment
    power with respect to all shares shown as beneficially owned by
    that shareholder. We have omitted percentages of less than 1%
    from the table.(2)
    
    This information as to the beneficial ownership of shares of our
    common stock is based on the Schedule 13D/A filed with the
    SEC by Sellers Capital Master Fund, Ltd., Sellers Capital LLC,
    and Mark A. Sellers on May 12, 2009. Each reporting person
    reports shared voting and dispositive power with respect to
    4,928,399 of such shares. Mark A. Sellers is the managing member
    of Sellers Capital LLC, which is the investment manager to 19




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##### Table of Contents



and general partner of Sellers Capital Master Fund, Ltd. In
    addition to Mr. Sellers, the only other person who may be
    deemed to be operating in the capacity of an executive officer
    or director of Sellers Capital Master Fund, Ltd. or Sellers
    Capital LLC is Samuel S. Weiser, who is the Chief Operating
    Officer of Sellers Capital LLC. Each of the reporting persons
    disclaimed beneficial ownership of shares of our common stock,
    except to the extent of their pecuniary interest therein. The
    principal business office of Sellers Capital Master Fund, Ltd.
    is
    c/o M&C
    Corporate Services, Ugland House, South Church Street,
    P.O. Box 309 GT, George Town, Grand Cayman, Cayman
    Islands. The principal business office of Sellers Capital LLC
    and Mark A. Sellers is 311 S. Wacker Drive,
    Suite 925, Chicago, Illinois 60606.(3)
    
    Mr. Geller holds 475,000 presently exercisable options but we
    are unable to determine Mr. Gellers other current holdings
    of our common stock. The number of shares shown in the table is
    based on the companys consent revocation statement filed
    with the SEC on January 9, 2009 and includes (i) 1,267,300
    shares of common stock held as tenancy by the entireties by Mr.
    Geller and his wife, Judith Geller; (ii) presently exercisable
    options to purchase 718,750 shares of common stock; and (iii)
    83,167 shares of common stock held by Judith Geller. Mr.
    Gellers last Schedule 13D/A was filed with the SEC on
    February 14, 2007, and his last Form 4 was filed with
    the SEC on July 1, 2008.(4)
    
    This information as to the beneficial ownership of shares of our
    common stock is based on the Schedule 13G filed with the
    SEC by Tricadia Capital Management, LLC (Tricadia),
    Tricadia Holdings, L.P., Tricadia Holdings GP, LLC, Arif
    Inayatullah, and Michael Barnes on February 12, 2009 with
    respect to their holdings as of December 31, 2008. Each
    reporting person reports shared voting and dispositive power
    with respect to 2,091,600 of such shares. The reported shares
    are owned by advisory clients of Tricadia, no one of which to
    the knowledge of Tricadia owns more than 5% of the class. In its
    role as an investment advisor, Tricadia possesses voting and
    investment power over the reported shares that are owned by
    Tricadias advisory clients. Tricadia Holdings, L.P. owns
    Tricadia Capital Management, LLC. Tricadia Holdings GP, LLC
    serves as the general partner of Tricadia Holdings, L.P. Michael
    Barnes and Arif Inayatullah are the managing members of Tricadia
    Holdings GP, LLC. Each of the reporting persons disclaimed
    beneficial ownership of shares of our common stock. The
    principal business office of each reporting person is 780 Third
    Avenue, 29th Floor, New York, NY 10017.(5)
    
    This information as to the beneficial ownership of shares of our
    common stock is based on the Schedule 13D filed with the
    SEC by William S. Gasparrini and Janice S. Gasparrini on
    July 7, 2005. Mr. Gasparrini reports sole voting and
    dispositive power with respect to 544,994 of such shares and Mr.
    and Mrs. Gasparrini report shared voting and dispositive
    power with respect to 1,743,943 of such shares. Mr. and
    Mrs. Gasparrini have the power to vote or to direct to
    vote, and the power to dispose or direct the disposition of, the
    reported shares. The Gasparrinis address is 23 Oak Street,
    Greenwich, Connecticut 06830.(6)
    
    This information as to the beneficial ownership of shares of our
    common stock is based on the Schedule 13G/A filed with the
    SEC by Morgan Stanley and Morgan Stanley Investment Management
    Inc. on February 17, 2009 with respect to their holdings as
    of December 31, 2008. Morgan Stanley reports sole voting
    power with respect to 1,476,203 of such shares and sole
    dispositive power with respect to 1,601,105 of such shares.
    Morgan Stanley Investment Management Inc. reports sole voting
    power with respect to 1,442,060 of such shares and sole
    dispositive power with respect to 1,506,861 of such shares. The
    shares reported by Morgan Stanley as a parent holding company
    are owned, or may be deemed to be beneficially owned, by Morgan
    Stanley Investment Management Inc., an investment adviser and a
    wholly-owned subsidiary of Morgan Stanley. The
    Schedule 13G/A does not disclose, and we are unable to
    determine, who has the ultimate voting or investment control
    over the shares of our common stock held by Morgan Stanley and
    Morgan Stanley Investment Management Inc. The principal business
    office of Morgan Stanley is 1585 Broadway, New York, New York
    10036, and the principal business office of Morgan Stanley
    Investment Management Inc. is 522 Fifth Avenue, New York,
    New York 10036.(7)
    
    The number shown includes the 27,398 shares of restricted
    common stock granted to each of our
    non-employee
    directors (other than Mr. Sellers) on April 23, 2009.(8)
    
    The number shown includes presently exercisable options to
    purchase 225,000 shares of common stock. 20




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##### Table of Contents



(9)
    
    The number shown includes (i) 4,000 shares of common
    stock held by Mr. Reed as custodian for his daughter;
    (ii) 33,207 shares beneficially owned by
    Mr. Reeds wife, Elizabeth A. Reed; and
    (iii) presently exercisable options to purchase
    29,167 shares of common stock.(10)
    
    As a control affiliate of Sellers Capital LLC and Sellers
    Capital Master Fund, Ltd., Mr. Sellers is deemed to
    beneficially own the 4,928,399 shares of our common stock
    that are beneficially owned by Sellers Capital LLC and Sellers
    Capital Master Fund, Ltd. As the chief operating officer of
    Sellers Capital LLC, Mr. Weiser is also deemed to
    beneficially own the 4,928,399 shares of our common stock
    that are beneficially owned by Sellers Capital LLC and Sellers
    Capital Master Fund, Ltd.(11)
    
    The number shown represents the 75,000 shares of restricted
    stock that Mr. Stone is entitled to receive under his
    employment agreement with us.(12)
    
    Represents beneficial ownership of our common stock held by our
    current directors and executive officers as a group as of
    June 17, 2009. During fiscal year 2009,
    Messrs. Miller, Yaffe, Eskowitz, Ingalls and Geller
    resigned as our directors, and Messrs. Eskowitz, Ingalls,
    Geller, Wainger and Zaller and Ms. Kellar resigned or were
    terminated as our executive officers. We are unable to determine
    their current holdings of our common stock. As reported in the
    companys revised proxy statement filed with the SEC on
    September 29, 2008, Messrs. Eskowitz, Ingalls, Geller,
    Wainger and Zaller and Ms. Kellar held as a group
    3,541,817 shares of our common stock as of
    September 9, 2008. As reported in the companys proxy
    statement filed with the SEC on June 24, 2008,
    Messrs. Miller and Yaffe as a group held 50,000 shares
    of our common stock as of June 18, 2008.  Changes
    of Control
         21




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##### Table of Contents



Current
    Equity Compensation Plan Information
    Number of SharesRemaining Available forIssuance UnderNumber of Shares


Weighted-Average


Equity CompensationIssuable Upon Exercise


Exercise Price of


Plans (Excluding Sharesof Outstanding Options(1)


Outstanding Options


Reflected in Column (a))Plan Category

(a)


(b)


(c)(2)Equity compensation plans approved by shareholders


2,517,177


$
2.17



78,501Equity compensation plans not approved by shareholders(3)


26,667



4.78



N/ATotal


2,543,844


$
2.20



78,501     (1)
    
    Column (a) represents the number of shares of our common
    stock that may be issued in connection with the exercise or
    conversion of 945,000 outstanding stock options granted under
    our 2000 Plan and 1,572,177 outstanding stock options granted
    under our 2004 Plan.(2)
    
    Column (c) includes 78,501 shares of our common stock
    under the 2004 Plan. As of the date of this report, we also have
    41,546 shares of our common stock available for issuance
    under our 2007 Plan.(3)
    
    Represents outstanding stock option awards made to employees
    outside of our 2000 Plan and 2004 Plan pursuant to individual
    employment agreements.  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  Related
    Party Transactions
  20-year
   22




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##### Table of Contents



Policies
    and Procedures for Review, Approval or Ratification of Related
    Person Transactions
      
    the nature of the related persons interest in the
    transaction;
    the material terms of the transaction, including the amount and
    type of transaction;
    the importance of the transaction to the related person and to
    the company;
    whether the transaction would impair the judgment of a director
    or executive officer to act in the best interest of the
    company; and
    any other matters the committee deems appropriate.    Independence
    of Directors
   23




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##### Table of Contents



ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES    Fees Paid
    to Cherry, Bekaert & Holland, L.L.P.
    Fiscal Year 2009Audit fees

$
316,926Audit-related fees

$
0Tax fees

$
0All other fees

$
0Total

$
316,926   Form 10-Q.
  Fees Paid
    to Kempisty & Company, Certified Public
    Accountants, P.C.
    Fiscal Year 2008Audit fees

$
107,551Audit-related fees

$
64,521Tax fees

$
45,185All other fees

$
0Total

$
217,257   Form 10-Q
  Policy on
    Pre-Approval of Audit and Permitted
    Non-Audit
    Services
     24




---



##### Table of Contents



de minimis
 PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES  (b)
    Exhibits.   25




---



##### Table of Contents



SIGNATURES
    PREMIER EXHIBITIONS, INC.
  By:
    /s/  John
    A. Stone      26




---



##### Table of Contents



INDEX TO
    EXHIBITS
  Exhibit



Filed

Incorporated by ReferenceNo.

Exhibit Description

Herewith

Form

Exhibit

Filing Date3
.1

Articles of Incorporation



8-K


3
.1

10-20-043
.2

Amendment to Articles of Incorporation



SB-2


3
.2

01-05-063
.3

Amended and Restated Bylaws, dated February 19, 2009



8-K


3
.2

02-20-094
.1

Form of Common Stock Certificate



8-K/A


4
.1

11-01-0410
.1#

Employment Agreement, dated February 4, 2002, between the
    Company and Arnie Geller



10-K


10
.23.8

06-18-0210
.2#

First Amendment, dated April 10, 2004, to Employment
    Agreement between the Company and Arnie Geller



10-K


10
.50

06-15-0410
.3#

Employment Agreement, dated August 4, 2003, between the
    Company and Tom Zaller



10-K


10
.54

06-15-0410
.4#

First Amendment, dated March 14, 2006, to Employment
    Agreement between the Company and Tom Zaller



8-K


99
.2

03-20-0610
.5#

Second Amendment, dated March 14, 2006, to Employment
    Agreement between the Company and Arnie Geller



8-K


99
.3

03-20-0610
.6#

Third Amendment, dated March 21, 2006, to Employment
    Agreement between the Company and Arnie Geller



8-K


99
.1

03-21-0610
.7#

Fourth Amendment to Employment Agreement, dated April 11,
    2006, between the Company and Arnie Geller



8-K/A


99
.1

07-20-0710
.8

Form of Exhibition Tour Agreement between the Company and
    Dr. Hong-Jin Sui and Dr. Shuyan Wang President of
    Dalian Hoffen Bio Technique Company Limited



10-K


10
.29

06-01-0610
.9

Option Agreement, dated February 28, 2007, between the
    Company and Seaventures, Ltd.



8-K


99
.2

03-02-0710
.10

Purchase and Sale Agreement, dated February 28, 2007,
    between the Company and Seaventures, Ltd.



8-K


99
.1

03-02-0710
.11#

Employment Agreement, dated September 1, 2007, between the
    Company and Bruce Eskowitz



10-Q


10
.1

01-09-0810
.12

Loan Agreement, dated October 4, 2007, by and between the
    Company and Bank of America, N.A.



10-Q


10
.2

01-09-0810
.13

Promissory Note, dated October 4, 2007, made by Company in
    favor of Bank of America, N.A.



10-Q


10
.3

01-09-0810
.14

Pledge Agreement, dated October 4, 2007, made by Company in
    favor of Bank of America, N.A.



10-Q


10
.4

01-09-0810
.15

Security Agreement, dated October 4, 2007, made by Company
    in favor of Bank of America, N.A.



10-Q


10
.5

01-09-0810
.16

Memorandum Opinion and Order of the United States District Court
    of the Eastern District of Virginia, Norfolk Division, issued on
    October 16, 2007



8-K


99
.2

10-30-0710
.17

License Agreement, dated March 13, 2008, between the
    Company and Sports Immortals, Inc.



10-K


10
.23

05-07-0810
.18

Lease Agreement, dated March 12, 2008, between the Company
    and Ramparts, Inc.



10-K


10
.24

05-07-0810
.19#

Fifth Amendment to Employment Agreement, dated March 19,
    2008, between the Company and Arnie Geller



8-K


99
.1

03-20-0810
.20#

Employment Agreement, dated April 17, 2008, between the
    Company and Brian Wainger



8-K


99
.1

04-21-0810
.21#

Employment Agreement, dated January 14, 2008, between the
    Company and Robert Sirmans



10-K


10
.28

05-07-08




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##### Table of Contents



Exhibit



Filed

Incorporated by ReferenceNo.

Exhibit Description

Herewith

Form

Exhibit

Filing Date10
.22#

Amended and Restated Employment Agreement, dated
    September 8, 2008, between the Company and Harold W. Ingalls



8-K


99
.1

09-12-0810
.23

First Amendment, dated September 26, 2008, to Loan
    Agreement between Bank of America, N.A. and the Company



8-K


99
.1

09-30-0810
.24

Renewal Promissory Note of $25,000,000, dated September 26,
    2008, made in favor of Bank of America by the Company



8-K


99
.2

09-30-0810
.25#

Severance Agreement, dated August 19, 2008, between the
    Company and Bruce Eskowitz



10-Q


10
.1

10-10-0810
.26#

Severance Agreement, dated August 19, 2008, by between the
    Company and Brian Wainger



10-Q


10
.2

10-10-0810
.27

Premier Exhibitions/Live Nations Agreement, dated
    November 28, 2007, by and between the Company, Live Nation,
    Inc. and JAM Exhibitions, LLC



8-K


99
.2

12-04-0810
.28

First Amendment to Premier Exhibitions/Live Nation Agreement,
    dated November 29, 2008, by and among JAM Exhibitions, LLC,
    Soon To Be Named Corporation, as successor in interest to Live
    Nation, Inc., and the Company



8-K


99
.1

12-04-0810
.29

Indemnification Agreement, dated December 17, 2008, between
    the Company and Douglas Banker



8-K


99
.1

12-19-0810
.30

Indemnification Agreement, dated December 17, 2008, between
    the Company and N. Nick Cretan



8-K


99
.2

12-19-0810
.31

Indemnification Agreement, dated December 17, 2008, between
    the Company and Alan Reed



8-K


99
.3

12-19-0810
.32

Asset Purchase Agreement, dated December 29, 2008, between
    Premier Merchandising, LLC and Dreamer Media, LLC



8-K


99
.1

01-05-0910
.33

Promissory Note, dated December 29, 2008, between Dreamer
    Media, LLC, as maker, and Premier Merchandising, LLC, as payee



8-K


99
.2

01-05-0910
.34#

Amended and Restated Employment Agreement, dated January 9,
    2009, between Kelli L. Kellar and the Company



8-K


99
.1

01-07-0910
.35#

Premier Exhibitions, Inc. 2000 Stock Option Plan and Form of
    Stock Option Agreement



8-K


10
.1

10-20-0410
.36#

Premier Exhibitions, Inc. 2004 Stock Option Plan and Form of
    Stock Option Agreement



8-K


10
.2

10-20-0410
.37#

Amended and Restated Premier Exhibitions, Inc. 2004 Stock Option
    Plan



Proxy


App
. A

06-28-0610
.38#

Employment Agreement, effective as of January 28, 2009,
    between the Company and Christopher J. Davino



8-K


10
.1

04-24-0910
.39#

Amended and Restated Premier Exhibitions, Inc. 2007 Restricted
    Stock Plan



8-K


10
.1

04-29-0910
.40#

Form of 2009 Non-Employee Director Restricted Stock Unit Grant
    Notice Under the Amended and Restated Premier Exhibitions, Inc.
    2007 Restricted Stock Plan



8-K


10
.2

04-29-0910
.41

Amendment to Exhibitions Rights Agreement (Europe) and Premier
    Exhibitions/Live Nation Agreement, dated April 1, 2009, by
    and among S2BN, f/k/a Soon To Be Named Corporation, the Company
    and JAM Exhibitions, LLC

X*




10
.116
.1

Letter of Kempisty & Company Certified Public
    Accountants, P.C. to the SEC, dated August 22, 2008



8-K


16
.1

08-27-0821
.1

Subsidiaries of the Company

X*23
.1

Consent of Cherry, Bekaert & Holland, L.L.P.

X*




---



##### Table of Contents



Exhibit



Filed

Incorporated by ReferenceNo.

Exhibit Description

Herewith

Form

Exhibit

Filing Date23
.2

Consent of Kempisty & Company Certified Public
    Accountants, P.C.

X*31
.1

Certification of Interim President and Chief Executive Officer,
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

X31
.2

Certification of Chief Financial Officer, pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002

X32
.1

Certification of Interim President and Chief Executive Officer,
    and Chief Financial Officer, pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002

X     #
    
    Management contract or compensatory plan or arrangement.
    
    The Company has requested confidential treatment of certain
    information contained in this Exhibit. Such information has been
    filed separately with the SEC pursuant to an application by the
    Company for confidential treatment under 17 C.F.R.
    §200.80(b)(4) and §240.24b-2.*
    
    Filed with the Original
    10-K.