SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
99 CENTS ONLY STORES
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA 95-2411605
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
4000 EAST UNION PACIFIC AVENUE
CITY OF COMMERCE, CALIFORNIA 90023
(Address of Principal Executive Offices) (Zip Code)
99 CENTS 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)
(323) 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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
Proposed Maximum Proposed Maximum Amount Of
Title Of Securities To Be Amount To Be Offering Price Per Aggregate Offering Registration
Registered Registered (1) Share Price Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 1,500,000 Shares $47.125 (2) $70,687,500 (2) $19,652
===========================================================================================================
</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) 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 June 2, 1999.
<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 Cents 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 June 2, 1999.
99 CENTS 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 and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement and to file a new registration statement under
Rule 461 or Instruction E of Form S-8 of the Securities Act of 1933, as amended,
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
/s/ David Gold President, Chief Executive June 2, 1999
- ---------------------------- Officer and Director
David Gold (Principal Executive Officer)
/s/ Howard Gold Senior Vice President of June 2, 1999
- ---------------------------- Distribution and Director
Howard Gold
/s/ Eric Schiffer Senior Vice President June 2, 1999
- ---------------------------- Finance and Operations,
Eric Schiffer Treasurer and Director
(Principal Financial Officer)
Page 3
<PAGE>
/s/ Jeff Gold Senior Vice President of June 7, 1999
- ---------------------------- Real Estate and Information
Jeff Gold Systems and Director
/s/ Andrew A. Farina
- ---------------------------- Chief Financial Officer June 2, 1999
Andrew A. Farina
- ---------------------------- Director
William O. Christy
/s/ Marvin Holen
- ---------------------------- Director June 2, 1999
Marvin Holen
/s/ Ben Schwartz
- ---------------------------- Director June 7, 1999
Ben Schwartz
- ---------------------------- Director
Lawrence Glascott
<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
EXHIBIT 5.1
TROOP STEUBER PASICH REDDICK & TOBEY, LLP
LAWYERS
June 7, 1999
99 Cents 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 Cents Only Stores, a California corporation (the
"Company"), in order to register under the Securities Act of 1933, as
amended (the "Act"), 1,500,000 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
EXHIBIT 23.1
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 February 26, 1999
included in 99 Cents Only Stores Form 10-K for the year ended December 31, 1998
and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Los Angeles, California
June 2, 1999
