SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 COST-U-LESS, INC. ---------------------------------- (Exact name of Registrant as specified in its charter) Washington 91-1615590 ---------------------------------------- ---------------------------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 12410 S.E. 32nd Street Bellevue, Washington 98005 - ------------------------------------------ -------------------------------------------- (Address of principal executive offices) (Zip Code) If this form relates to the registration of If this form relates to the registration of a a class of securities pursuant to Section class of securities pursuant to Section 12(g) 12(b) of the Exchange Act and is effective of the Exchange Act and is effective pursuant pursuant to General Instruction A.(c), to General Instruction A.(d), please check the please check the following box. [_] following box. [X] Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ---------------------- -------------------------------------------- None Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value per share ---------------------------------------------- (Title of Class) Page 1 of 4 Exhibit Index on Page 4 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED For a description of the Common Stock being registered, reference is made to the section entitled "Description of Capital Stock" included in the Prospectus (the "Prospectus") dated June 23, 1998 contained in the Registrant's Amendment No.3 to the Registration Statement on Form S-1, File No.333-52459, filed with the Securities and Exchange Commission on June 23, 1998 (the "Registration Statement"). A copy of pages 49-51 of the Prospectus are attached as Exhibit 3 to this filing pursuant to Rule 12b-23 under the Securities Exchange Act of 1934, as amended. ITEM 2. EXHIBITS The following exhibits are filed as a part of this Registration Statement: Exhibit No. Description - --------------- --------------------------------------------------------- 1 Amended and Restated Articles of Incorporation of the Registrant. (Incorporated by reference to Exhibit 3.1 to the Registration Statement.) 2 Amended and Restated Bylaws of the Registrant. (Incorporated by reference to Exhibit 3.2 to the Registration Statement.) 3 Pages 49-51 of the Prospectus Page 2 of 4 Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. COST-U-LESS, INC. /s/ Allan Youngberg ----------------------------------------- Vice President - Chief Financial Officer, Secretary and Treasurer Dated: 6/29/98 --------- Page 3 of 4 EXHIBIT INDEX Exhibit No. Description Sequential - ----------- ----------- Page No. -------- 1 Amended and Restated Articles of Incorporation of the Registrant. -- (Incorporated by reference to Exhibit 3.1 to the Registration Statement.) 2 Amended and Bylaws of the Registrant. (Incorporated by reference to -- Exhibit 3.2 to the Registration Statement.) 3 Pages 49-51 of the Prospectus Filed herewith Page 4 of 4