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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
July 28, 1998
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Date of Report
(Date of earliest event reported)
COST-U-LESS, INC.
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(Exact name of registrant as specified in its charter)
Washington 0-24543 91-1615590
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
12410 S.E. 32nd Street
Bellevue, Washington 98005
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(Address of principal executive offices, including zip code)
(425) 644-4241
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(Registrant's telephone number, including area code)
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
On July 28, 1998, Cost-U-Less, Inc. (the "Company") completed the sale of
160,000 shares of common stock pursuant to a purchase agreement dated July 28,
1998 with Kula Fund Limited at an aggregate purchase price of $1,120,000. The
Company paid Cruttenden Roth Incorporated, as placement agent, an aggregate fee
of $112,000. The Company also sold to Kula Fund Limited, for nominal
consideration, a warrant to purchase 117,000 shares of common stock at an
exercise price of $8.40 per share. The warrant contains standard net issuance
provisions (permitting the holder to exchange the warrant for a lesser number of
shares based on the then-current market value of the common stock) and is
exercisable at any time for a period of four years.
The common stock and warrant were offered and sold outside the United
States to Kula Fund Limited, a private equity fund based in Papua New Guinea and
a non-U.S. person, in reliance on Regulation S under the Securities Act of 1933.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
COST-U-LESS, INC.
Dated: August 11, 1998 By /s/ Michael J. Rose
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Michael J. Rose, Chairman of the Board,
President and Chief Executive Officer
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