This document consists of 4 pages.
The exhibit index begins on page 2.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
99 CENTS ONLY STORES
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-2411605
(State of incorporation or organization) (IRS Employer
Identification No.)
4000 EAST UNION PACIFIC AVENUE, CITY OF COMMERCE, CALIFORNIA 90023
(Address of principal executive office) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of each exchange on
to be so registered which each class is to be
------------------- registered
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Common Stock, no par value per share New York Stock Exchange, Inc.
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
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Item 1. Description of Securities to be Registered.
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Reference is made to the discussion set forth under the caption
"Description of Capital Stock" contained in the Form S-1 Registration Statement
(the "Form S-1") of 99 Cents Only Stores ("Registrant") under the Securities Act
of 1933, as amended. Such discussion is incorporated herein by reference to the
Registrant's Form S-1 (File No. 333-2764) and set forth as Exhibit 3.3 hereto.
Item 2. Exhibits.
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3.1 Amended and Restated Certificate of Incorporation of the Registrant -
incorporated by reference to Exhibit 3.1 to Registrant's Form S-1, File
No. 333-2764.
3.2 Amended and Restated Bylaws of the Registrant - incorporated by
reference to Exhibit 3.2 to Registrant's Form S-1, File No. 333-2764.
3.3 Page 40 from Registrant's Form S-1, File No. 333-2764, containing the
discussion set forth under the caption "Description of Capital Stock."
4.1 Specimen certificate evidencing Common Stock of the Registrant -
incorporated by reference to Exhibit 4.1 to Registrant's Form S-1, File
No. 333-2764.
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<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
99 CENTS ONLY STORES
Date: May 10, 1996 By: /s/ David Gold
---------------
David Gold
President and Chief Executive Officer
EXHIBIT 3.3
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 40,000,000 shares of
Common Stock, no par value per share, and 1,000,000 shares of Preferred Stock,
no par value. The Company has applied to have its Common Stock listed on the
New York Stock Exchange under the symbol "NDN." The following statements are
brief summaries of certain provisions relating to the Company's capital stock.
COMMON STOCK
The Company is authorized to issue 40,000,000 shares of Common Stock, no par
value. The holders of Common Stock are entitled to one vote for each share held
of record on all matters to be voted on by the shareholders. The holders of
Common Stock are entitled to receive ratably dividends when, as and if declared
by the Board of Directors out of funds legally available therefor. In the event
of a liquidation, dissolution or winding up of the Company, the holders of
Common Stock are entitled to share ratably in all assets remaining available
for distribution to them after payment of liabilities and after provision is
made for each class of stock, if any, having preference over the Common Stock.
The holders of shares of Common Stock, as such, have no conversion, preemptive
or other subscription rights and there are no redemption provisions applicable
to the Common Stock. All of the outstanding shares of Common Stock are, and the
shares of Common Stock offered by the Company hereby, when issued against the
consideration set forth in this Prospectus, will be, validly issued, fully paid
and non-assessable.
PREFERRED STOCK
The Board of Directors has the authority to issue 1,000,000 shares of the
Preferred Stock, no par value, in one or more series with such designations,
rights and preferences as may be determined from time to time by the Board of
Directors. Accordingly, the Board of Directors is empowered, without
stockholder approval, to issue Preferred Stock with dividend, liquidation,
conversion, voting or other rights which could adversely affect the voting
power or other rights of the holders of the Company's Common Stock. In the
event of issuance, these shares of Preferred Stock could be utilized, under
certain circumstances, as a method of discouraging, delaying or preventing an
acquisition or a change in control of the Company. The Company does not
currently intend to issue any of the authorized but unissued shares of its
Preferred Stock.
ANTI-TAKEOVER PROVISIONS
The Company's Articles of Incorporation and Bylaws include several provisions
that may have the effect of discouraging persons from pursuing non-negotiated
takeover attempts. These provisions include the inability of shareholders to
take action by written consent without a meeting, the inability of shareholders
to call for a special meeting of shareholders and the inability of shareholders
to remove directors without cause. The Articles of Incorporation also contains
a provision that requires a 66 2/3 percent vote to amend any of the previously
discussed provisions.
