- Post-Effective Amendment to an S-8 filing (S-8 POS)
July 06 2012 - 6:15AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 6, 2012
Registration No.
333-161051
Registration No. 333-137944
Registration No. 333-118819
Registration No.
333-96899
Registration No. 333-68322
Registration No. 333-45710
Registration No. 333-83561
Registration No.
333-67441
Registration No. 333-56975
Registration No. 333-27739
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-161051
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO.
333-137944
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO.
333-118819
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-96899
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO.
333-68322
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO.
333-45710
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO.
333-83561
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-67441
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO.
333-56975
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO.
333-27739
UNDER THE SECURITIES ACT OF 1933
COST PLUS, INC.
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA
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94-1067973
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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200 4
TH
Street
Oakland, California 94607
(510) 893-7300
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Cost Plus, Inc. 1995 Stock Option Plan
Cost Plus, Inc. 1996 Director Option Plan
Cost Plus, Inc. 2004 Stock Plan
Cost Plus, Inc. Deferred Compensation Plan
(Full titles of the Plans)
Jane L. Baughman
c/o Cost Plus, Inc.
200 4
th
Street
Oakland, California 94607
(510) 893-7300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Peter Samuels, Esq.
Proskauer Rose LLP
Eleven Times Square
New York, New York 10036
(212) 969-3000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements of Cost Plus, Inc. (the Company) on Form S-8, in each case as amended by any post-effective amendments thereto (collectively, the Registration Statements):
·
Registration Statement No.
333-161051, registering (i) 1,500,000 shares of the Companys common stock, par value $0.01 (Company Common Stock), under the Cost Plus, Inc. 2004 Stock Plan (the 2004 Plan), and (ii) 300,000 shares of Company Common Stock under Cost Plus, Inc. 1996 Director Option Plan (the Director Plan);
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Registration Statement No. 333-137944, registering (i) 1,000,000 shares of Company Common Stock under the 2004 Plan, and (ii) 200,000 shares under the Director Plan;
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Registration Statement No. 333-118819 registering (i) 1,800,000 shares of Company Common Stock under the 2004 Plan, and (ii) 100,000 shares under the Director Plan;
·
Registration Statement No. 333-96899 registering (i) 900,000 shares of Company Common Stock under the Cost Plus, Inc. 1995 Stock Option Plan (the 1995 Plan), and (ii) 150,000 shares under the Director Plan;
·
Registration Statement No. 333-68322 registering 350,000 shares of Company Common Stock under the 1995 Plan;
·
Registration Statement No. 333-45710 registering (i) 350,000 shares of Company Common Stock under the 1995 Plan, and (ii) 100,000 shares of Company Common Stock under the Director Plan;
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Registration Statement No. 333-83561 registering 400,000 shares of Company Common Stock under the 1995 Plan;
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Registration Statement No. 333-67441 registering 250,000 shares of Company Common Stock under the 1995 Plan;
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Registration Statement No. 333-56975 registering (i) 400,000 shares of Company Common Stock under the 1995 Plan, and (ii) 40,000 shares of Company Common Stock under the Director Plan; and
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Registration Statement No. 333-27739 registering 250,000 shares of Company Common Stock under the 1995 Plan.
On June 29, 2012, the Company completed its merger with Blue Coral Acquisition Corp. (Merger Sub), a California corporation and wholly owned subsidiary of Bed Bath & Beyond Inc. (Parent), a New York corporation, whereby Merger Sub was merged with and into the Company (the Merger) with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. The consummation of the Merger and certain related events were disclosed in the Companys Current Report on Form 8-K, as filed with the Securities and Exchange Commission (the SEC) on June 29, 2012.
As a result of the Merger, the Company has terminated any and all offerings of its securities pursuant to the Registration Statements. Accordingly, the Company hereby terminates the effectiveness of each Registration Statement and (in accordance with the undertaking made by the Company in Part II of each Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering) removes from registration any and all securities of the Company registered but unsold under the Registration Statements as of the Effective Time.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 Post-Effective Amendment No. 1 to Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oakland, State of California, on July 3, 2012.
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COST PLUS, INC.
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By:
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/s/ Jane L. Baughman
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Jane L. Baughman
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Chief Financial Officer
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Pursuant to the requirements of the Securities Act, these post effective amendments have been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Barry J. Feld
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Chief Executive Officer and Director
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July 3, 2012
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Barry J. Feld
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(Principal Executive Officer)
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/s/ Jane L. Baughman
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Executive Vice President, Chief Financial Officer
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July 3, 2012
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Jane L. Baughman
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(Principal Financial Officer)
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July 3, 2012
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/s/ Charles Miltner
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Vice President, Controller
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Charles Miltner
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(Principal Accounting Officer)
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July 3, 2012
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/s/ Steven H. Temares
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Director
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Steven H. Temares
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July 3, 2012
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/s/ Eugene Castagna
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Director
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Eugene Castagna
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July 3, 2012
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/s/ Allan Rauch
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Director
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Allan Rauch
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