<PAGE>
As filed with the Securities and Exchange Commission on October 3, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COST PLUS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 94-1067973
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
201 CLAY STREET
OAKLAND, CALIFORNIA 94607
(510) 893-7300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
Ralph D. Dillon
Chairman and Chief Executive Officer
COST PLUS, INC.
201 Clay Street
Oakland, California 94607
(510) 893-7300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
HENRY P. MASSEY, JR. ESQ. PETER LILLEVAND, ESQ.
PETER S. HEINECKE, ESQ. IAIN MICKLE, ESQ.
WADY MILNER, ESQ. DAVID C. RITCHEY
WILSON SONSINI GOODRICH & ROSATI ORRICK, HERRINGTON & SUTCLIFFE LLP
PROFESSIONAL CORPORATION OLD FEDERAL RESERVE BANK BUILDING
650 PAGE MILL ROAD 400 SANSOME STREET
PALO ALTO, CA 94304 SAN FRANCISCO, CALIFORNIA 94111
(650) 493-9300 (415) 392-1122
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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[_] If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
[X] If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. no. 333-35661
[_] If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
[_] If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(2) OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value... 147,200 shares $28.25 $4,158,400 $1,260
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EXPLANATORY NOTE
Incorporated by reference herein is, in its entirety, the Registration
Statement on Form S-3 (File No. 333-35661) of Cost Plus, Inc., which was
declared effective by the Securities and Exchange Commission on October 2, 1997.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16 EXHIBITS.
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<TABLE>
<CAPTION>
Exhibit
Number
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<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Wilson Sonsini Goodrich & Rosati (Included in Exhibit
5.1)
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds for believing that it meets all of the
requirements for filing on Form S-3 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 the 2nd day of
October, 1997.
COST PLUS, INC.
By: /s/ Patricia T. Saucy
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Patricia T. Saucy, Acting Chief Financial
Officer, Vice President, Finance, Chief
Accounting Officer and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended, 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* Chief Executive Officer and Director October 2, 1997
- ----------------------------------- (Principal Executive Officer)
(Ralph D. Dillon)
/s/ Murray H. Dashe* President and Director October 2, 1997
- -----------------------------------
(Murray H. Dashe)
/s/ Patricia T. Saucy Acting Chief Financial Officer, October 2, 1997
- ----------------------------------- Vice President, Finance, Chief
(Patricia T. Saucy) Accounting Officer and Secretary
(Principal Financial Accounting Officer)
/s/ Joseph H. Coulombe* Director October 2, 1997
- -----------------------------------
(Joseph H. Coulombe)
/s/ Danny Gurr* Director October 2, 1997
- -----------------------------------
(Danny Gurr)
/s/ Mervin G. Morris* Director October 2, 1997
- -----------------------------------
(Mervin G. Morris)
/s/ Edward A. Mule* Director October 2, 1997
- -----------------------------------
(Edward A. Mule)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Olivier Trouveroy* Director October 2, 1997
- -----------------------------------
(Olivier Trouveroy)
*By: /s/ Patricia T. Saucy
----------------------
Patricia T. Saucey, Attorney-in-fact
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQ.
EXHIBIT NO. EXHIBIT PAGE NO.
- ----------- ----------------------------------------------------------------------- --------
<S> <C> <C>
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati
23.1 Consent of Deloitte & Touche
23.2 Consent of Wilson, Sonsini, Goodrich & Rosati (included in Exhibit 5.1)
</TABLE>
<PAGE>
EXHIBIT 5.1
October 2, 1997
Cost Plus, Inc.
RE: REGISTRATION STATEMENT ON FORM S-3
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by you
with the Securities and Exchange Commission on October 3, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 147,200 shares of Common Stock (the
"Shares") of Cost Plus, Inc.. As your counsel in connection with this
transaction, we have examined the proceedings proposed to be taken in connection
with said sale and issuance of the Shares.
It is our opinion that, upon completion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states, where required, the Shares when issued and sold in the
manner referred to in the Registration Statement 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 appearing in the
Registration Statement, including the prospectus constituting a part thereof,
and any amendment thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS CONSENT
We consent to the use in this Registration Statement of Cost Plus, Inc. and
Subsidiaries on Form S-3 of our report dated March 14, 1997, appearing the
Prospectus, which is a part of this Registration Statement, and to the
references to us under the headings "Selected Consolidated Financial and
Operating Data" and "Experts" in such Prospectus.
/s/ Deloitte & Touch LLP
San Francisco, California
October 2, 1997
