SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
99(CENT) ONLY STORES
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA 95-2411605
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
4000 EAST UNION PACIFIC AVENUE
CITY OF COMMERCE, CALIFORNIA 90023
(Address of Principal Executive Offices) (Zip Code)
99(CENT)ONLY STORES 1996 STOCK OPTION PLAN
(Full Title of The Plan)
ERIC SCHIFFER
4000 EAST UNION PACIFIC AVENUE
CITY OF COMMERCE, CALIFORNIA 90023
(Name and Address of Agent For Service)
(213) 980-8145
(Telephone Number, Including Area Code, of Agent For Service)
Copies of communications to:
LINDA GIUNTA MICHAELSON, ESQ.
TROOP STEUBER PASICH REDDICK & TOBEY, LLP
2029 CENTURY PARK EAST, 24TH FLOOR
LOS ANGELES, CALIFORNIA 90067
(310) 728-3000
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title Of Securities To Be Amount To Be Proposed Maximum Proposed Maximum Amount Of
Registered Registered (1) Offering Price Per Share Aggregate Offering Price Registration Fee
- ----------------------------- -------------------- ---------------------------- ---------------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 535,158 Shares $37.89 (2) $ 20,278,450 (2) $ 5,982
- ----------------------------- -------------------- ---------------------------- ---------------------------- --------------------
Common Stock, no par value 714,842 Shares $46.125 (3) $ 32,972,087 (3) $ 9,727
- ----------------------------- -------------------- ---------------------------- ---------------------------- --------------------
1,250,000 Shares $ 53,250,537 $ 15,709
============================= ==================== ============================ ============================ ====================
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement shall be deemed to cover
such additional shares of the Common Stock as may become issuable pursuant to
the anti-dilution provisions of the Company's 1996 Stock Option Plan.
(2) Based on the average exercise price for options granted prior to
October 29, 1998 pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
amended.
(3) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h)(1) under the Securities Act of 1933, as amended, and based upon
the average of the high and low prices of the Common Stock on the New York Stock
Exchange on October 30, 1998.
<PAGE>
Pursuant to General Instruction E of Form S-8 ("Registration of
Additional Securities"), the Company hereby makes the following statement:
On May 6, 1997, the Company filed with the Securities and Exchange
Commission a Registration Statement on Form S-8 (Registration NO.
333-26575) (the "Prior Registration Statement") relating to shares of
the Common Stock to be issued pursuant to 99(cent) Only Stores 1996
Stock Option Plan, as amended (the "Plan"), and the Prior Registration
Statement is currently effective. This Registration Statement relates
to securities (a) of the same class as those to which the Prior
Registration Statement relates and (b) to be issued pursuant to the
Plan. The contents of the Prior Registration Statement are incorporated
herein by reference.
The following exhibits are filed as part of this Registration Statement:
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP regarding
validity of securities.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Troop Steuber Pasich Reddick & Tobey, LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (set forth on page 3).
PAGE 2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California as of October 29,
1998.
99(CENT) ONLY STORES
(Registrant)
By: /s/ ERIC SCHIFFER
----------------------------------------
Eric Schiffer
Senior Vice President Finance and
Operations
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
David Gold and Eric Schiffer and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign any or all
amendments to this Registration Statement on Form S-8, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their substitutes, may lawfully do or cause to be
done by the virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
President, Chief Executive Officer
and Director (Principal Executive
/s/ DAVID GOLD Officer) October 29, 1998
- ---------------------
David Gold
Senior Vice President of
/s/ HOWARD GOLD Distribution and Director October 29, 1998
- ---------------------
Howard Gold
Senior Vice President Finance and
Operations, Treasurer and Director
/s/ ERIC SCHIFFER (Principal Financial Officer) October 29, 1998
- ---------------------
Eric Schiffer
PAGE 3
<PAGE>
Senior Vice President of Real
Estate and Information Systems
/s/ JEFF GOLD and Director October 29, 1998
- -----------------------
Jeff Gold
/s/ ANDREW A. FARINA Chief Financial Officer October 29, 1998
- -----------------------
Andrew A. Farina
/s/ WILLIAM O. CHRISTY Director October 29, 1998
- -----------------------
William O. Christy
/s/ MARVIN HOLEN Director October 29, 1998
- -----------------------
Marvin Holen
Director
- -----------------------
Ben Schwartz
/s/ LAWRENCE GLASCOTT Director October 29, 1998
- -----------------------
Lawrence Glascott
PAGE 4
<PAGE>
EXHIBIT INDEX
Sequentially
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
- ----------- ----------- -------------
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP
regarding validity of securities.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Troop Steuber Pasich Reddick & Tobey, LLP
(included in Exhibit 5.1).
24.1 Power of Attorney (set forth on page 3).
PAGE 5
TROOP STEUBER PASICH REDDICK & TOBEY, LLP
LAWYERS
November 2, 1998
99(cent) Only Stores
4000 East Union Pacific Avenue
City of Commerce, California 90023
Ladies/Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") to which this letter is attached as Exhibit
5.1 filed by 99(cent) Only Stores, a California corporation (the "Company"), in
order to register under the Securities Act of 1933, as amended (the "Act"),
1,250,000 shares of Common Stock, no par value per share (the "Shares"), of the
Company issuable pursuant to the Company's amended 1996 Stock Option Plan (the
"Plan").
We are of the opinion that the Shares have been duly authorized and
upon issuance and sale in conformity with and pursuant to the Plan, the Shares
will be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an Exhibit to the Registration
Statement and to use of our name in the Prospectus constituting a part thereof.
Respectfully submitted,
/s/ TROOP STEUBER PASICH REDDICK & TOBEY, LLP
Troop Steuber Pasich Reddick & Tobey, LLP
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated March 2, 1998
included in 99(cent) Only Stores Form 10-K for the year ended December 31, 1997
and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
November 2, 1998
