-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GoGrEnNzSg91/RTGZEaPvbCj5/9cJQIkPtE7o6TyBbyYB89JyMfFNN96vz1OlAsV /+8AmkxWzCE8L+XO7aWjsw== 0000898430-97-004171.txt : 19971006 0000898430-97-004171.hdr.sgml : 19971006 ACCESSION NUMBER: 0000898430-97-004171 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-35661 FILED AS OF DATE: 19971003 EFFECTIVENESS DATE: 19971003 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COST PLUS INC/CA/ CENTRAL INDEX KEY: 0000798955 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 941067973 STATE OF INCORPORATION: CA FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-37089 FILM NUMBER: 97690210 BUSINESS ADDRESS: STREET 1: 201 CLAY ST STREET 2: P O BOX 23350 CITY: OAKLAND STATE: CA ZIP: 94607 BUSINESS PHONE: 4158937300 MAIL ADDRESS: STREET 1: P O BOX 23350 STREET 2: P O BOX 23350 CITY: OAKLAND STATE: CA ZIP: 94623 S-3MEF 1 462B FILING 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. ------------------ [_] 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. ------------------ CALCULATION OF REGISTRATION FEE
========================================================================================================= 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 - --------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value... 147,200 shares $28.25 $4,158,400 $1,260 =========================================================================================================
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. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16 EXHIBITS. --------
Exhibit Number ------ 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)
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 ---------------------------------------- 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:
SIGNATURE TITLE DATE - --------- ----- ---- /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)
/s/ Olivier Trouveroy* Director October 2, 1997 - ----------------------------------- (Olivier Trouveroy) *By: /s/ Patricia T. Saucy ---------------------- Patricia T. Saucey, Attorney-in-fact
EXHIBIT INDEX
SEQ. EXHIBIT NO. EXHIBIT PAGE NO. - ----------- ----------------------------------------------------------------------- -------- 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)
EX-5.1 2 OPINION OF WILSON SONSINI 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 EX-23.1 3 CONSENT OF DELOITTE & TOUCHE 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 -----END PRIVACY-ENHANCED MESSAGE-----