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
Date of Report (Date of earliest event reported): March 14, 2005
99 CENTS ONLY STORES
(Exact Name of Registrant as Specified in Charter)
California 1-11735 95-2411605
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
4000 East Union Pacific Avenue
City of Commerce, California 90023
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (323) 980-8145
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On March 14, 2005, 99 Cents Only Stores (the "Company") entered into an
agreement for professional services (the "Agreement") with Stanton Associates,
providing for Jeff Kniffin, a partner with Stanton Associates, to assume the
role of Interim Chief Financial Officer of the Company on a temporary basis and
for another partner, Lewis Stanton, to provide consulting services in connection
with such engagement. The Agreement provides for fees in the amount of $50,000
per month to be paid for this engagement. The Agreement is terminable on 30
days' advance notice by either party, or by Stanton Associates as a result of
the Company's breach.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
(c) On March 14, 2005, the Company appointed a new Interim Chief
Financial Officer, Jeff Kniffin. A brief description of the agreement between
the Company and Stanton Associates providing for Mr. Kniffin's services to the
Company is provided in Item 1.01 above and incorporated by reference herein.
Mr. Kniffin, age 52, has been a partner with Stanton Associates, a
management consulting firm, since June 2004. For more than five years prior to
that time, he was an independent financial consultant. The Company's press
release announcing the appointment of Mr. Kniffin, and providing additional
information regarding his business experience, is attached hereto as Exhibit
99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
99.1 Press release dated March 14, 2005
SIGNATURES
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 hereunto duly authorized.
99 CENTS ONLY STORES
Date: March 18, 2005 By: /S/ ERIC SCHIFFER
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Eric Schiffer
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press release dated March 14, 2005