DLMAY / Dollarama Inc. - Depositary Receipt (Common Stock) - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

Dollarama Group L.P. and Dollarama Corporation Offer to Exchange U.S.$200,000,000 principal amount of our outstanding 8.875% Senior Subordinated Notes due 2012 for new 8.875% Senior Subordinated Notes due 2012

Table of Contents Filed pursuant to 424B3 Registration No. 333-134550 PROSPECTUS Dollarama Group L.P. and Dollarama Corporation Offer to Exchange U.S.$200,000,000 principal amount of our outstanding 8.875% Senior Subordinated Notes due 2012 for new 8.875% Senior Subordinated Notes due 2012 We are offering to exchange our 8.875% Senior Subordinated Notes due 2012, or the exchange notes, for all of

Dollarama Group L.P. Dollarama Corporation 5430 Ferrier, Montreal Québec H4P 1M2 August 3, 2006

Dollarama Group L.P. Dollarama Corporation 5430 Ferrier, Montreal Qu?bec H4P 1M2 August 3, 2006 VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Ms. Lisa Beth Lentini Division of Corporate Finance Re: Dollarama Group L.P. and Dollarama Corporation Registration Statement on Form S-4 (Registration No. 333-134550) Ladies and Gentlemen: Pursuant to Rule 461

Dollarama Group L.P. and Dollarama Corporation Registration Statement on Form S-4 (Registration No. 333-134550)

August 3, 2006 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Ms.

As filed with the Securities and Exchange Commission on July 18, 2006

Table of Contents As filed with the Securities and Exchange Commission on July 18, 2006 Registration No.

Suite 1000 Brunswick House 44 Chipman Hill Saint John, NB Canada E2L 2A9 Correspondence: P.O. Box 7289 Postal Station A Saint John, NB Canada E2L 4S6 Telephone: 506.632.1970 Fax: 506.652.1989 [email protected] www.smss.com

EX-5.3 4 dex53.htm OPINION OF STEWART MCKELVEY Exhibit 5.3 Suite 1000 Brunswick House 44 Chipman Hill Saint John, NB Canada E2L 2A9 Correspondence: P.O. Box 7289 Postal Station A Saint John, NB Canada E2L 4S6 Telephone: 506.632.1970 Fax: 506.652.1989 [email protected] www.smss.com July 17, 2006 Dollarama Group L.P. 5430 Ferrier Montreal, Québec H4P 1M6 Ladies and Gentlemen: We have acted as New

LETTER OF TRANSMITTAL with respect to the Offer to Exchange All Outstanding 8 7/8% Senior Subordinated Notes due 2012 new 8 7/8% Senior Subordinated Notes due 2012 DOLLARAMA GROUP L.P. (as co-issuer) DOLLARAMA CORPORATION (as co-issuer) THE EXCHANGE

Exhibit 99.1 LETTER OF TRANSMITTAL with respect to the Offer to Exchange All Outstanding 8 7/8% Senior Subordinated Notes due 2012 for new 8 7/8% Senior Subordinated Notes due 2012 of DOLLARAMA GROUP L.P. (as co-issuer) and DOLLARAMA CORPORATION (as co-issuer) THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON , 2006 To My Broker or Account Representative: I, the undersigned, hereby

Dollarama Group L.P.

Statement of Ratio of Earnings to Fixed Charges Exhibit 12.1 Dollarama Group L.P. Computation of ratio of earnings to fixed charges Predecessor Sucessor Combined Sucessor Pro Forma Fiscal Year Ended January 31, February 1, 2004 to November 17, November 17, 2004 to January 31, Twelve Months Ended January 31, Fiscal Year Ended January 31, Fiscal Year Ended January 31, 2002 2003 2004 2004 2005 2005 2

* * * * *

July 18, 2006 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Fifth Street, N.

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.4 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement, dated as of October 4, 2004 (the ?Agreement?), between S. Rossy Inc. and together with any permitted assignee (collectively referred to as the ?Employer?) and Alan Rossy (the ?Executive?). RECITALS WHEREAS, the Executive has been and is expected to continue to be an important contributor to the Business (as defined below) and h

DOLLARAMA CORPORATION BY-LAW NUMBER 1

Exhibit 3.2(b) DOLLARAMA CORPORATION BY-LAW NUMBER 1 A by-law relating generally to the regulation of the affairs of DOLLARAMA CORPORATION. BE IT ENACTED AND IT IS HEREBY ENACTED as by-law Number 1 of DOLLARAMA CORPORATION (hereinafter called the ?Corporation?) as follows: DEFINITIONS 1. In this by-law and all other by-laws of the Corporation, unless the context otherwise specifies or requires: (a

Dollarama Group L.P.

Exhibit 12.1 Dollarama Group L.P. Computation of ratio of earnings to fixed charges Predecessor Sucessor Combined Sucessor Pro Forma Fiscal Year Ended January 31, February 1, 2004 to November 17, November 17, 2004 to January 31, Twelve Months Ended January 31, Fiscal Year Ended January 31, Fiscal Year Ended January 31, 2002 2003 2004 2004 2005 2005 2006 2006 (dollars in thousands) Earnings: Earnin

AMENDMENT NO. 2 TO CREDIT AGREEMENT

Exhibit 10.11 AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2 to the CREDIT AGREEMENT, dated as of August 12, 2005, among DOLLARAMA GROUP L.P., a limited partnership organized under the laws of Quebec, Canada (?Dollarama?), ARIS IMPORT INC., a corporation organized under the Canada Business Corporations Act (?Aris?, and together with Dollarama, the ?Borrowers? and each, a ?Borrower?), DOL

DOLLARAMA GP INC. BY-LAW NO. ONE Page DEFINITIONS 1 Act 1 Articles 1 By-law 1 Unanimous Shareholder Agreement 1 REGISTERED OFFICE 2 CORPORATE SEAL 2 DIRECTORS 2 Number and Powers 2 Vacancies 2 Term of Office 3 Vacation of Office 3 Election 3 Consent

Exhibit 3.3(b) DOLLARAMA GP INC. BY-LAW NO. ONE Page DEFINITIONS 1 Act 1 Articles 1 By-law 1 Unanimous Shareholder Agreement 1 REGISTERED OFFICE 2 CORPORATE SEAL 2 DIRECTORS 2 Number and Powers 2 Vacancies 2 Term of Office 3 Vacation of Office 3 Election 3 Consent to be Elected or Appointed Director 3 MEETINGS OF DIRECTORS 4 Place and Calling of Meetings 4 Notice 4 Waiver of Notice 4 Participation

ARTICLE 1

Exhibit 3.1(b) FIRST AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT entered into as of the 28th day of July, 2005. BETWEEN: DOLLARAMA GROUP GP INC., a corporation governed by the Canada Business Corporations Act with its registered office at 1155 Ren?-L?vesque Blvd. W., 40th Floor, Montreal, Qu?bec, H3B 3V2 (the ?General Partner?); AND: DOLLARAMA HOLDINGS L.P., a limited partnership governed by th

Dollarama Capital Corporation Management Option Plan November 18, 2004 Dollarama Capital Corporation Management Option Plan ARTICLE 1

Exhibit 10.1 Dollarama Capital Corporation Management Option Plan November 18, 2004 Dollarama Capital Corporation Management Option Plan ARTICLE 1 PURPOSE 1.1 Purpose The purpose of this Plan is to advance the interests of Dollarama Capital Corporation (the ?Corporation?) and its subsidiaries by enhancing their ability to attract and retain employees, managers and directors, to reward such individ

Dollarama Group L.P. Dollarama Corporation 5430 Ferrier, Montreal Québec H4P 1M2 (514) 737-1006

Dollarama Group L.P. Dollarama Corporation 5430 Ferrier, Montreal Qu?bec H4P 1M2 (514) 737-1006 May 30, 2006 Securities and Exchange Commission VIA EDGAR TRANSMISSION 100F Street, N.E. Washington, D.C. 20549 Registration Statement on Form S-4 Ladies and Gentlemen: In connection with the Registration Statement on Form S-4 (the ?Registration Statement?) filed today by Dollarama Group L.P. and Dollar

As filed with the Securities and Exchange Commission on May 30, 2006

Table of Contents As filed with the Securities and Exchange Commission on May 30, 2006 Registration No.

DOLLARAMA GP INC. as “General Partner” DOLLARAMA GROUP L.P. as “Founding Limited Partner” DOLLARAMA CORPORATION as “Additional Limited Partner” DOLLARAMA L.P. AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT As of November 29th, 2004 TABLE OF CONTE

Exhibit 3.4(a) DOLLARAMA GP INC. as ?General Partner? and DOLLARAMA GROUP L.P. as ?Founding Limited Partner? and DOLLARAMA CORPORATION as ?Additional Limited Partner? DOLLARAMA L.P. AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT As of November 29th, 2004 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Other Defined Terms 3 Section 1.3 Construction 3 Section 1

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.7 EXECUTION VERSION EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement, dated as of August 15, 2005 (the ?Agreement?), between Dollarama L.P. and together with any permitted assignee (collectively referred to as the ?Employer?) and Robert Coallier (the ?Executive?). RECITALS WHEREAS, the Executive is expected to be an important contributor to the Business (as defined below) and ha

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement, dated as of October 4, 2004 (the ?Agreement?), between S. Rossy Inc. and together with any permitted assignee (collectively referred to as the ?Employer?) and Larry Rossy (the ?Executive?). RECITALS WHEREAS, the Executive has been and is expected to continue to be an important contributor to the Business (as defined below) and

AMENDMENT NO. 3 TO CREDIT AGREEMENT

Exhibit 10.12 AMENDMENT NO. 3 TO CREDIT AGREEMENT This AMENDMENT NO. 3 to the CREDIT AGREEMENT, dated as of May 25, 2006, among DOLLARAMA GROUP L.P., a limited partnership organized under the laws of Quebec, Canada (?Dollarama?), ARIS IMPORT INC., a corporation organized under the Canada Business Corporations Act (?Aris?, and together with Dollarama, the ?Borrowers? and each, a ?Borrower?), DOLLAR

BUSINESS CORPORATIONS ACT FORM 1 ARTICLES OF INCORPORATION (SECTION 4) LOI SUR LES CORPORATIONS COMMERCIALES FORMULE 1 STATUTS CONSTITUTES (ARTICLE 4) 1 - Name of Corporation: Raison sociale de la corporation: Dollarama Corporation 2 - The classes an

EX-3.2(A) 4 dex32a.htm ARTICLES OF INCORPORATION OF DOLLARAMA CORPORATION Exhibit 3.2(a) BUSINESS CORPORATIONS ACT FORM 1 ARTICLES OF INCORPORATION (SECTION 4) LOI SUR LES CORPORATIONS COMMERCIALES FORMULE 1 STATUTS CONSTITUTES (ARTICLE 4) 1 - Name of Corporation: Raison sociale de la corporation: Dollarama Corporation 2 - The classes and any maximum number of shares that the corporation is author

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identific

AMENDMENT NO. 1 TO CREDIT AGREEMENT

Exhibit 10.10 AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO.1 to the CREDIT AGREEMENT, dated as of December 20, 2004, among DOLLARAMA GROUP L.P., a limited partnership organized under the laws of Quebec, Canada (?Dollarama?), ARIS IMPORT INC., a corporation organized under the Canada Business Corporations Act (?Aris?, and together with Dollarama, the ?Borrowers? and each, a ?Borrower?), DO

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.5 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement, dated as of October 4, 2004 (the ?Agreement?), between S. Rossy Inc. and together with any permitted assignee (collectively referred to as the ?Employer?) and Leonard Assaly (the ?Executive?). RECITALS WHEREAS, the Executive has been and is expected to continue to be an important contributor to the Business (as defined below) a

DOLLARAMA GROUP L.P. DOLLARAMA CORPORATION, as Co-Issuers the Guarantors named herein U.S. Bank National Association, as Trustee Dated as of August 12, 2005 8 7/8% Senior Subordinated Notes Due 2012

Exhibit 4.1 Execution Version DOLLARAMA GROUP L.P. DOLLARAMA CORPORATION, as Co-Issuers the Guarantors named herein and U.S. Bank National Association, as Trustee INDENTURE Dated as of August 12, 2005 8 7/8% Senior Subordinated Notes Due 2012 Execution Version CROSS-REFERENCE TABLE TIA Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.08; 7.10 (b) 7.08; 7.10; 12

DOLLARAMA GROUP GP INC. as “General Partner” DOLLARAMA HOLDINGS L.P. as “Founding Limited Partner” DOLLARAMA GROUP L.P. LIMITED PARTNERSHIP AGREEMENT As of November 11th, 2004 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 1 Section 1.1 Definitions 1 Sec

Exhibit 3.1(a) DOLLARAMA GROUP GP INC. as ?General Partner? and DOLLARAMA HOLDINGS L.P. as ?Founding Limited Partner? DOLLARAMA GROUP L.P. LIMITED PARTNERSHIP AGREEMENT As of November 11th, 2004 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Other Defined Terms 3 Section 1.3 Construction 3 Section 1.4 Severability 4 Section 1.5 Governing Law 4 Section 1.6 Limite

CANADA BUSINESS CORPORATIONS ACT FORM 1 ARTICLES OF INCORPORATION (SECTION 6)

Exhibit 3.3(a) Industry Canada Industrie Canada Certificate of Incorporation Certificat de constitution Canada Business Corporations Act Loi canadienne sur les soci?t?s par actions DOLLARAMA GP INC. 427016-9 Name of corporation-D?nomination de la soci?t? Corporation number-Num?ro de la soci?t? I hereby certify that the above-named corporation, the articles of incorporation of which are attached, w

MANAGEMENT AGREEMENT

Exhibit 10.8 Execution Version MANAGEMENT AGREEMENT This Management Agreement (this ?Agreement?) is entered into as of November 18, 2004 by and among Dollarama Capital Corporation, a corporation organized under the Canada Business Corporations Act (?Can Holdco?), Dollarama Holdings L.P., a limited partnership organized under the laws of Quebec (?Holdco LP?), Dollarama Group L.P., a limited partner

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.6 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement, dated as of November 18, 2004 (the ?Agreement?), between Dollarama L.P. (together with any permitted assignee, collectively referred to as the ?Employer?) and Geoffrey Robillard (the ?Executive?). RECITALS WHEREAS, the Executive has been and is expected to continue to be an important contributor to the Business (as defined belo

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement, dated as of October 4, 2004 (the ?Agreement?), between S. Rossy Inc. and together with any permitted assignee (collectively referred to as the ?Employer?) and Neil Rossy (the ?Executive?). RECITALS WHEREAS, the Executive has been and is expected to continue to be an important contributor to the Business (as defined below) and h

CREDIT AGREEMENT Dated as of November 18, 2004 DOLLARAMA GROUP L.P. ARIS IMPORT INC. as Borrowers DOLLARAMA HOLDINGS L.P. as Holdings THE LENDERS and L/C ISSUERS PARTY HERETO ROYAL BANK OF CANADA as Administrative Agent CITIBANK CANADA as Syndication

Exhibit 10.9 CREDIT AGREEMENT Dated as of November 18, 2004 among DOLLARAMA GROUP L.P. and ARIS IMPORT INC. as Borrowers DOLLARAMA HOLDINGS L.P. as Holdings THE LENDERS and L/C ISSUERS PARTY HERETO ROYAL BANK OF CANADA as Administrative Agent CITIBANK CANADA as Syndication Agent THE BANK OF NOVA SCOTIA and JPMORGAN CHASE BANK as Co-Documentation Agents CITIGROUP GLOBAL MARKETS INC. as Joint Lead A

Address (including postal code) - Adresse (inclure le code postal)

Exhibit 3.5(a) Industry Canada Industrie Canada Certificate of Incorporation Certificat de constitution Canada Business Corporations Act Loi canadienne sur les soci?t?s par actions ARIS IMPORT INC. LES IMPORTATIONS ARIS INC. 630680-2 Name of corporation-D?nomination de la soci?t? Corporation number-Num?ro de la soci?t? I hereby certify that the above-named corporation, the articles of incorporatio

Subsidiaries of Dollarama Group L.P.

Exhibit 21.1 Subsidiaries of Dollarama Group L.P. Dollarama Group GP Inc. Dollarama GP Inc. Dollarama Corporation Dollarama L.P. Aris Import Inc.

NOTICE OF GUARANTEED DELIVERY Offer to Exchange All Outstanding 8 7/8% Senior Subordinated Notes due 2012 new 8 7/8% Senior Subordinated Notes due 2012 DOLLARAMA GROUP L.P. (as co-issuer) DOLLARAMA CORPORATION (as co-issuer) Pursuant to the Prospectu

Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY for Offer to Exchange All Outstanding 8 7/8% Senior Subordinated Notes due 2012 for new 8 7/8% Senior Subordinated Notes due 2012 of DOLLARAMA GROUP L.P. (as co-issuer) and DOLLARAMA CORPORATION (as co-issuer) Pursuant to the Prospectus dated , 2006 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2006 (THE ?EXPI

LETTER OF TRANSMITTAL with respect to the Offer to Exchange All Outstanding 8 7/8% Senior Subordinated Notes due 2012 new 8 7/8% Senior Subordinated Notes due 2012 DOLLARAMA GROUP L.P. (as co-issuer) DOLLARAMA CORPORATION (as co-issuer) THE EXCHANGE

Exhibit 99.1 LETTER OF TRANSMITTAL with respect to the Offer to Exchange All Outstanding 8 7/8% Senior Subordinated Notes due 2012 for new 8 7/8% Senior Subordinated Notes due 2012 of DOLLARAMA GROUP L.P. (as co-issuer) and DOLLARAMA CORPORATION (as co-issuer) THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON , 2006 To My Broker or Account Representative: I, the undersigned, hereby

Suite 1000 Brunswick House 44 Chipman Hill Saint John, NB Canada E2L 2A9 Correspondence: P.O. Box 7289 Postal Station A Saint John, NB Canada E2L 4S6 Telephone: 506.632.1970 Fax: 506.652.1989 [email protected] www.smss.com

Exhibit 5.3 Suite 1000 Brunswick House 44 Chipman Hill Saint John, NB Canada E2L 2A9 Correspondence: P.O. Box 7289 Postal Station A Saint John, NB Canada E2L 4S6 Telephone: 506.632.1970 Fax: 506.652.1989 [email protected] www.smss.com May ?, 2006 Dollarama Group L.P. 5430 Ferrier Montreal, Qu?bec H4P 1M6 Ladies and Gentlemen: We have acted as New Brunswick legal counsel to Dollarama Corporation

DOLLARAMA GROUP L.P. DOLLARAMA CORPORATION 8 7/8% Senior Subordinated Notes due 2012 REGISTRATION RIGHTS AGREEMENT

EX-4.3 12 dex43.htm REGISTRATION RIGHTS AGREEMENT, DATED AS OF AUGUST 12, 2005 Exhibit 4.3 DOLLARAMA GROUP L.P. DOLLARAMA CORPORATION 8 7/8% Senior Subordinated Notes due 2012 REGISTRATION RIGHTS AGREEMENT August 12, 2005 Citigroup Global Markets Inc. J.P. Morgan Securities Inc. RBC Capital Markets Corporation As Representatives of the Initial Purchasers c/o Citigroup Global Markets Inc. 388 Green

ARIS IMPORT INC. LES IMPORTATIONS ARIS INC. BY-LAW NO. ONE Page DEFINITIONS 1 Act 1 Articles 1 By-law 1 Unanimous Shareholder Agreement 1 REGISTERED OFFICE 2 CORPORATE SEAL 2 DIRECTORS 2 Number and Powers 2 Vacancies 2 Term of Office 3 Vacation of Of

Exhibit 3.5(b) ARIS IMPORT INC. LES IMPORTATIONS ARIS INC. BY-LAW NO. ONE Page DEFINITIONS 1 Act 1 Articles 1 By-law 1 Unanimous Shareholder Agreement 1 REGISTERED OFFICE 2 CORPORATE SEAL 2 DIRECTORS 2 Number and Powers 2 Vacancies 2 Term of Office 3 Vacation of Office 3 Election 3 Consent to be Elected or Appointed Director 3 MEETINGS OF DIRECTORS 4 Place and Calling of Meetings 4 Notice 4 Waiver