<PAGE>
As filed with the Securities and Exchange Commission on September 13, 2000
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 or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
200 4th Street
Oakland, California 94607
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
________________
1995 STOCK OPTION PLAN
1996 DIRECTOR OPTION PLAN
(Full title of the plans)
________________
JOHN F. HOFFNER
Chief Financial Officer, Executive Vice President,
Administration and Secretary
COST PLUS, INC.
200 4th Street
Oakland, CA 94607
(510) 893-7300
(Name, address and telephone number of agent for service)
________________
Copies to:
HENRY P. MASSEY, JR., ESQ
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300
CALCULATION OF REGISTRATION FEE
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==============================================================================================================
Proposed Proposed
Maximum Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered (1) Per Share(2) Price Fee
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<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value, to be
issued under 1995
Stock Option Plan ................ 350,000 shares $35.78 $12,523,700 $3,306.26
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Common Stock,
$0.01 par value, to be
issued under 1996
Director Option Plan ............. 100,000 shares $35.78 $ 3,578,000 $ 944.59
Total ............................................................ $16,101,700 $4,250.85
==============================================================================================================
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(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this registration statement (the
"Registration Statement") is the number of additional shares authorized to
be issued under the 1995 Stock Option Plan, and the number of additional
shares authorized to be issued under the 1996 Director Option Plan.
(2) Estimated in accordance with Rule 457(h) under the Securities 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 September 8, 2000 because the
price at which the options to be granted in the future may be exercised is
not currently determinable.
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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 10K, file no. 000-14970, filed
on April 27, 2000, which contains audited financial statements for the
Registrant's fiscal year ended January 29, 2000, the latest fiscal year
for which such statements have been filed.
Item 3(b)
The Registrant's Quarterly Report on Form 10Q, file no. 000-14970,
filed June 13, 2000, which contains unaudited financial statements for
the Registrant's quarter ended April 29, 2000.
The Registrant's Quarterly Report on Form 10Q, file no. 000-14970,
filed September 11, 2000, which contains unaudited financial statements
for the Registrant's quarter ended July 29, 2000.
Item 3(c)
Items 1 and 2 of the Registrant's registration statement on Form 8-A
filed on March 1, 1996, as amended by Amendment No. 1 to Form 8-A filed
on March 27, 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.
Item 6 INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Section 317 of the California Corporations Code 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 XIV, Section 14.9 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.
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The Registrant has 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
--------
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Exhibit Sequential Page
Number Description Number
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4.1 Amended and Restated Articles of Incorporation, as filed with the
California Secretary of State on April 1, 1996, incorporated by
reference to Exhibit 3.1 to the Form 10K filed for the fiscal year
ended February 1, 1997.
Certificate of Amendment of Restated Articles of Incorporation,
as filed with the California Secretary of State on September 24,
1999, incorporated by reference to Exhibit 3.1.2 to the Form 10K
filed for the fiscal year ended January 29, 2000.
Certificate of Amendment of Restated Articles of Incorporation,
as filed with the California Secretary of State on February 25,
1999, incorporated by reference to Exhibit 3.1 to the Form 10Q
filed for the quarter ended May 1, 1999.
Certificate of Determination, as filed with California Secretary
of State on July 27, 1998, incorporated by reference to Exhibit
3.2 to the Form 10K filed for the fiscal year ended January 30,
1999.
4.2 Amended and Restated By-laws, dated November 17, 1999,
incorporated by reference to Exhibit 3.3 to the Form 10k filed
for the year ended January 29, 2000.
5.1 Opinion of Counsel as to Legality of Securities Being Registered.
</TABLE>
II-2
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Exhibit Sequential Page
Number Description Number
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<S> <C> <C>
23.1 Independent Auditors' Consent.
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page II-5).
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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
Securities 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 Securities 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
Securities 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
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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
September 13, 2000.
COST PLUS, INC.
By: /s/ John F. Hoffner
------------------------------------
John F. Hoffner, Chief Financial
Officer, Executive Vice President,
Administration and Secretary
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Murray H. Dashe and John F. Hoffner,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her 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 or her 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.
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Signature Title Date
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<S> <C> <C>
/s/ Murray H. Dashe Chairman, President, Chief September 11, 2000
________________________________________ Executive Officer and Director
(Murray H. Dashe)
/s/ John F. Hoffner Chief Financial Officer, Executive Vice September 6, 2000
________________________________________ President, Administration and Secretary
(John F. Hoffner)
/s/ John Luttrell
________________________________________ Vice President/Controller September 11, 2000
(John Luttrell)
/s/ Joseph H. Coulombe
________________________________________ Director September 11, 2000
(Joseph H. Coulombe)
/s/ Danny W. Gurr
________________________________________ Director September 5, 2000
(Danny W. Gurr)
/s/ Fredric M. Roberts
________________________________________ Director September 6, 2000
(Fredric M. Roberts)
/s/ Kim D. Robbins
________________________________________ Director September 5, 2000
(Kim D. Robbins)
/s/ Thomas D. Willardson
________________________________________ Director September 11, 2000
(Thomas D. Willardson)
</TABLE>
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