<PAGE>
This Document consists of 9 pages, of which this page is Number 1. The Index to
Exhibits is on Page 8. As filed with the Securities and Exchange Commission on
May 23, 1997.
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
________________
COST PLUS, INC.
(Exact name of Registrant as specified in its charter)
CALIFORNIA 94-1067973
------------------------------- -------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
201 Clay Street
Oakland, California 94607
(Address of principal executive offices)
_______________________
1995 STOCK OPTION PLAN
(Full title of the Plan)
_______________________
Alan E. Zimtbaum
President, Chief Operating Officer, Chief Financial Officer and Secretary
COST PLUS, INC.
201 Clay Street
Oakland, California 94607
(510) 893-7300
(Name, address and telephone number of agent for service)
_______________________
Copies to:
HENRY P. MASSEY, JR., ESQ.
STEVEN L. BERSON, ESQ.
GREGORY T. COX, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(415) 493-9300
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CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value, to be
issued under 1995
Stock Option Plan........ 250,000 shares(1) $22.00(2) $5,500,000 $1,666.67
==========================================================================================
</TABLE>
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement is the number of
additional shares authorized to be issued under the 1995 Stock Option Plan.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended (the "Act") solely for the purpose of calculating the total
registration fee. Computation based upon the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market on May
20, 1997 because the price at which the options to be granted in the future
may be exercised is not currently determinable.
<PAGE>
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 INFORMATION INCORPORATED BY REFERENCE
-------------------------------------
The following documents and information heretofore filed with the
Securities and Exchange Commission are hereby incorporated by reference:
ITEM 3(a)
The Registrant's Annual Report on Form 10-K, file no. 0-14970
filed on April 30, 1997, which contains audited financial statements for
the Registrant's fiscal year ended February 1, 1997, the latest fiscal
year for which such statements have been filed.
ITEM 3(b)
Not applicable.
ITEM 3(c)
Items 1 and 2 of the Registrant's Registration Statement on Form
8-A filed on February 23, 1996, as amended by Amendment No. 1 to Form 8-
A filed on March 15, 1996, pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
ITEM 4 DESCRIPTION OF SECURITIES
-------------------------
Not Applicable.
ITEM 5 INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
Not Applicable.
II-1
<PAGE>
ITEM 6 INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Section 317 of the California General Corporation law makes provisions
for the indemnification of officers, directors, and other corporate agents in
terms sufficiently broad to indemnify such persons, under certain circumstances,
for liabilities (including reimbursement of expenses incurred) arising under the
Securities Act. The Registrant has entered into indemnification agreements to
such effect with its officers and directors.
Article FIFTH of Registrant's Restated Articles of Incorporation and
Article XIII, Section 13.9 of the By-laws of Registrant provide that the
Registrant shall indemnify certain agents of the Registrant to the maximum
extent permitted by the California Corporations Code. Persons covered by this
indemnification provision include current and former directors, officers,
employees and other agents of the Registrant as well as persons who serve at the
request of the Registrant as directors, officers, employees or agents of another
enterprise.
The Registrant shall have the power, to the extent and in the manner
permitted by Section 317 of the California Corporations Code, to indemnify each
of its employees and agents (other than directors and officers) against
expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact that such person is or was an agent of the Company. For this purpose, an
"employee" or "agent" of the Registrant includes any person (i) who is or was an
employee or agent of Registrant, (ii) who is or was serving at the request of
Registrant as an employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, or (iii) who was an employee or agent of a
corporation which was a predecessor corporation of Registrant or of another
enterprise at the request of such predecessor corporation.
The Registrant has entered into separate indemnification agreements with
its directors and officers, which may require the Registrant, among other
things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors or officers (other than liabilities
arising from willful misconduct of a culpable nature), and to advance their
expenses incurred as a result of any proceeding against them as to which they
could be indemnified.
ITEM 7 EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not Applicable.
ITEM 8 EXHIBITS
--------
Exhibit
Number Document
-------- ----------------------------------------------------------
4.1 (1) 1995 Stock Option Plan, as amended, and Form of Stock
Option Agreement thereunder.
5.1 Opinion of Counsel as to Legality of Securities Being
Registered.
23.1 Independent Auditors' Consent (see page II-6).
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page II-5).
- -----------------------------
(1) Exhibit No. 4.1 is incorporated by reference to Exhibit 10.4 filed
with the Registrant's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on April 30, 1997.
II-2
<PAGE>
ITEM 9 UNDERTAKINGS
------------
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Cost Plus, Inc., a corporation organized and existing under the laws of the
State of California, 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 Oakland, State of California, on May 22, 1997.
COST PLUS, INC.
By: /s/Alan E. Zimtbaum
--------------------
Alan E. Zimtbaum, President,
Chief Operating Officer,
Chief Financial Officer and
Secretary
II-4
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Alan E. Zimtbaum and Henry P. Massey, Jr.,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-
fact, or his substitute or substitutes, may do or cause to be done by 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.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------- --------------------------------- -------------
<S> <C> <C>
/s/ Ralph D. Dillon Chairman and Chief Executive May 22, 1997
- ----------------------------- Officer
(Ralph D. Dillon)
/s/ Alan E. Zimtbaum President, Chief Operating May 22, 1997
- ----------------------------- Officer,Chief Financial Officer
(Alan E. Zimtbaum) and Secretary
/s/ Joseph H. Coulombe Director May 22, 1997
- -----------------------------
(Joseph H. Coulombe)
/s/ Danny W. Gurr Director May 22, 1997
- -----------------------------
(Danny W. Gurr)
/s/ Mervin G. Morris Director May 22, 1997
- -----------------------------
(Mervin G. Morris)
/s/ Edward A. Mule Director May 22, 1997
- -----------------------------
(Edward A. Mule)
/s/ Olivier Trouveroy Director May 22, 1997
- -----------------------------
(Olivier Trouveroy)
/s/ Thomas D. Willardson Director May 22, 1997
- -----------------------------
(Thomas D. Willardson)
</TABLE>
II-5
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Cost Plus, Inc. on Form S-8 pertaining to the 1995 Stock Option Plan of Cost
Plus, Inc. of our report dated March 14, 1997 appearing in the Annual Report on
Form 10-K of Cost Plus, Inc. for the year ended February 1, 1997.
/s/ Deloitte & Touche LLP
San Francisco, California
May 21, 1997
II-6
<PAGE>
INDEX TO EXHIBITS
Exhibit Page
Number No.
- ------- ----
5.1 Opinion of Counsel as to legality of securities _
being registered.
23.1 Independent Auditors' Consent (see page II-6). _
23.2 Consent of Counsel (contained in Exhibit 5.1 _
hereto).
24.1 Power of Attorney (see page II-5). _
<PAGE>
Exhibit 5.1
[Letterhead]
May 22, 1997
Cost Plus, Inc.
201 Clay Street
Oakland, CA 94607
RE: REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about May 23, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an additional 250,000 shares of Common
Stock (the "Shares") reserved for issuance under the 1995 Stock Option Plan, as
amended (the "Plan"). As legal counsel for Cost Plus, Inc., we have examined
the proceedings taken and are familiar with the proceedings proposed to be taken
by you in connection with the sale and issuance of the Shares under the Plan.
It is our opinion that, when issued and sold in the manner referred to in the
Plan and pursuant to the respective agreement which accompanies each grant under
the Plan, the Shares will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever it appears in the
Registration Statement and any amendments to it.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
