Kirkland's, Inc.
Filed pursuant to Rule 424(b)(3)
       Registration No. 333-152165
KIRKLAND’S, INC.
COMMON STOCK
PROSPECTUS SUPPLEMENT DATED SEPTEMBER 22, 2008
(To Prospectus dated July 7, 2008)
     The following information updates and amends the Prospectus dated July 7, 2008 (the “Prospectus”) and should be read in conjunction therewith. Terms not defined herein shall have the same meaning as in the Prospectus.
          The purpose of the Prospectus is to permit the selling shareholders or their pledgees, donees, other transferees selling shares received from the named selling shareholders, or other successors in interest to offer for sale or to sell shares of common stock covered by the Prospectus at such time and at such prices as they, in their sole discretion, choose. The selling shareholders listed in the Prospectus have transferred all of the shares of Common Stock registered for sale under the Prospectus to the transferees set forth below in private transactions, and such transferees are hereby substituted as selling shareholders under the Prospectus:
     Transfers from (1) Advent Direct Investment Program Limited Partnership, (2) Advent Partners Limited Partnership, and (3) Global Private Equity Group II Limited Partnership:
         
Transferee   Number of Shares Acquired
Robert E. Alderson
    200,000  
President, Chief Executive Officer and Director
     
 
Carl Kirkland
    2,256,032  
Director
     
 
W. Michael Madden
    10,000  
Senior Vice President and Chief Financial Officer
   
 
Ralph T. Parks
    75,000  
Director
     
 
Murray M. Spain
    100,000  
Director
     
          The information and table set forth under the caption “Selling Shareholders” contained in the Prospectus is hereby amended and replaced by the following:

 


 

SELLING SHAREHOLDERS
     The following table sets forth information with respect to the beneficial ownership of our common stock as of September 22, 2008, by each of the selling shareholders and the maximum number of shares that may be sold hereunder.
     Beneficial ownership is determined in accordance with the rules of the SEC, and is based upon information provided by each respective selling shareholder, Forms 4, Schedules 13D and 13G and other public documents filed with the SEC. The number representing the number of shares of common stock beneficially owned prior to the offering for each selling shareholder includes all options or other derivative securities which are exercisable within 60 days of September 22, 2008. The percentages of shares owned after the offering are based on 19,614,657 shares of our common stock outstanding as of September 22, 2008, which includes the outstanding shares of common stock offered by this prospectus.
     Unless otherwise indicated below, to our knowledge, all persons named in this table have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law. The inclusion of any shares in this table does not constitute an admission of beneficial ownership for the person named below.
     The following table sets forth, to our knowledge, information about the selling shareholders as of September 22, 2008.
                                 
    Number of              
    Shares of     Number of        
    Common     Shares of        
    Stock     Common        
    Beneficially     Stock     Shares  
    Owned     Registered     Beneficially Owned  
    Prior to the     for Sale     After Offering  
Name of Selling Shareholders   Offering (1)     Hereby     Number (1)     Percent  
Robert E. Alderson
    1,010,939  (2)     200,000       819,939  (2)     4.1 %
Carl Kirkland
    4,802,862  (3)     2,256,032       2,546,830  (3)     13.0 %
W. Michael Madden
    88,794       10,000       78,794         *
Ralph T. Parks
    97,500       75,000       22,500         *
Murray M. Spain
    150,000       100,000       50,000         *
 
(1)   Includes options to purchase the following number of shares of common stock held by the Selling Shareholders: 174,957 held by Robert E. Alderson; 15,000 held by Carl Kirkland; 48,300 held by W. Michael Madden; 22,500 held by Ralph T. Parks; and 35,000 held by Murray M. Spain.
 
(2)   Mr. Alderson is offering an additional 137,500 shares for resale under the Company’s registration statement on Form S-3, registration no. 333-111245.
 
(2)   Mr. Kirkland is offering an additional 1,508,000 shares for resale under the Company’s registration statement on Form S-3, registration no. 333-111245.
 
*   Less than 1 percent.