As filed with Securities and Exchange Commission on July 20, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CROWLEY, MILNER AND COMPANY
(Exact name of registrant as specified in its charter)
MICHIGAN 38-045910
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2301 W. Lafayette
Detroit, Michigan 48216-1891
(Address of principal executive offices, including zip code)
CROWLEY, MILNER AND COMPANY
1992 INCENTIVE STOCK PLAN
(Full title of the Plan)
Mark A. VandenBerg
Vice President-Finance, Treasurer and Secretary
2301 W. Lafayette
Detroit, Michigan 48216-1891
(313) 962-2400
(Name, address and telephone number,
including area code, of agent for service)
Copies to:
J. Michael Bernard
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Aggregate Registration
be Registered Registered Price Per Share* Offering Price* Fee
<S> <C> <C> <C> <C>
Common Stock 100,000 shares $4.38 $438,000 $151.03
</TABLE>
* The price shown is the average of the high and low sale prices of the
Common Stock on the American Stock Exchange on July 14, 1995, in accordance
with Rule 457(h)
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
In accordance with general Instruction E to Form S-8, Crowley, Milner and
Company (the "Company") hereby incorporates by reference the contents of its
Registration Statement on Form S-8 (Registration No. 33-48389) filed June 5,
1992.
Item 8. EXHIBITS
The following exhibits are filed with this registration statement:
4.1 Crowley, Milner and Company 1992 Incentive Stock Option Plan
(previously filed as Exhibit 4 to Registration Statement
on Form S-8, No. 33-48389, and incorporated herein b
reference)
4.2 Amendment No. 1 to the Crowley, Milner and Company 1992 Incentive Stock
Plan
5 Opinion of Dykema Gossett PLLC with respect to the legality of the
Common Stock to be registered hereunder
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Dykema Gossett PLLC (contained in Exhibit 5 hereto)
24 Power of Attorney (contained on signature page)
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
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Detroit, State of Michigan on July
19, 1995.
CROWLEY, MILNER AND COMPANY
By: /S/ DENNIS P. CALLAHAN
Dennis P. Callahan
President (Principal Executive
Officer)
Each person whose signature appears below constitutes and appoints Mark
A. VandenBerg, his attorney-in-fact, each with power of substitution, for him,
in any and all capacities, to sign any amendments to this registration
statement (including post-effective amendments) and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each such attorney-in-fact or his substitute may do or cause to be done by
virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
indicated capacities as of July 19, 1995.
Signature Title
/S/ DENNIS P. CALLAHAN Director, President and Chief
Dennis P. Callahan Executive Officer (Principal
Executive Officer)
/S/ MARK A. VANDENBERG Vice President-Finance, Treasurer and
Mark A. VandenBerg Secretary (Principal Financial and
Accounting Officer)
/S/ ANDREW J. SOFFEL Director and Chairman of the Board
Andrew J. Soffel
Director
JoAnn S. Cousino
/S/ CARROLL E. EBERT Director
Carroll T. Ebert
/S/ ALFRED M. ENTENMAN, JR. Director
Alfred M. Entenman, Jr.
/S/ JOSEPH C. KEYS Director
Joseph C. Keys
<PAGE>
/S/ RICHARD S. KEYS Director
Richard S. Keys
/S/ JULIUS L. PALLONE Director
Julius L. Pallone
/S/ PAUL R. RENTENBACH Director
Paul R. Rentenbach
/S/ JAMES L. SCHAYE, JR. Director
James L. Schaye, Jr.
INDEX TO EXHIBITS
Number Description
4.1 Crowley, Milner and Company 1992 Incentive Stock Plan (previously filed
as Exhibit 4 to Registration Statement on Form S-8, No. 33-48389, and
incorporated herein by reference)
4.2 Amendment No. 1 to the Crowley, Milner and Company 1992 Incentive Stock
Plan
5 Opinion of Dykema Gossett PLLC with respect to the legality of the
Common Stock to be registered hereunder
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Dykema Gossett PLLC (contained in Exhibit 5 hereto)
24 Power of Attorney (contained in signature page)
CROWLEY, MILNER AND COMPANY
AMENDMENT NO. 1
TO
1992 INCENTIVE STOCK PLAN
Subject to shareholder approval, effective March 22, 1995, Section 5 of
the Crowley, Milner and Company 1992 Incentive Stock Plan is amended and
restated to read in its entirety as follows:
"5. Stock. Subject to adjustment as provided in Section 10, the total
number of shares of Common Stock available for grants of Options and
awards of Restricted Stock under this Plan shall be two hundred thousand
(200,000). Shares subject to any unexercised portion of a terminated,
cancelled or expired Option granted hereunder, or Restricted Stock
awarded hereunder but subsequently forfeited and returned to the
Corporation pursuant to Section 8(b)(ii) hereof, may again be subjected
to grants under this Plan."
Capitalized terms not otherwise defined herein shall have the respective
meanings set forth in the plan documents relative to the Crowley, Milner and
Company 1992 Incentive Stock Plan, effective March 25, 1992.
Except as set forth above with respect to Section 5 of the Plan, all of
the terms and conditions of the Plan shall continue and remain in full force
and effect.
The amendment to the Plan described herein shall be subject to the
approval of the holders of at least a majority of the Common Stock of the
Corporation present and entitled to vote at a meeting of shareholders of the
Corporation held within twelve (12) months after adoption of this Plan by the
Board. No Option granted or Restricted Stock awarded with respect to the
amendment to the Plan described herein may be exercised in whole or in part
until this Plan has been approved by the shareholders as provided herein. If
not approved by shareholders within such twelve (12) month period, the
amendment to the Plan described herein and any Options granted or Restricted
Stock awarded hereunder shall be rescinded.
This AMENDMENT NO. 1 TO 1992 INCENTIVE STOCK PLAN is hereby executed as
of the 22nd day of March, 1995.
CROWLEY, MILNER AND COMPANY
By: /s/ MARK A. VANDENBERG
Its: Vice President-Finance, Secretary
and Treasurer
BOARD APPROVAL: March 22, 1995
SHAREHOLDER APPROVAL: May 17, 1995
July 19, 1995
CROWLEY, MILNER AND COMPANY
2301 West Lafayette Boulevard
Detroit, Michigan 48216
Re: CROWLEY, MILNER AND COMPANY
Registration Statement on Form S-8
Additional Shares under 1992 Incentive Stock Plan
Ladies and Gentlemen:
We have acted as counsel for Crowley, Milner and Company, a Michigan
corporation (the "Company"), in connection with the preparation and filing
with the Securities and Exchange Commission under the Securities Act of 1993,
as amended, of its to Registration Statement on Form S-8 (the "Registration
Statement") relating to the issuance of up to an additional 100,000 shares of
the Company's Common Stock (the "Common Stock") pursuant to the Crowley,
Milner and Company 1992 Incentive Stock Plan, as amended (the "Plan").
We have examined such corporate records, documents, certificates and
other instruments as we have considered appropriate for the purposes of this
opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Michigan.
2. The shares of Common Stock registered pursuant to the Registration
Statement, when issued in accordance with the Plan, will be legally issued,
fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
DYKEMA GOSSETT PLLC
/s/ J. MICHAEL BERNARD
J. Michael Bernard
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference on Form S-8 pertaining to
the 1992 Incentive Stock Plan therein of our report dated March 10, 1995 with
respect to the financial statements and schedule of Crowley, Milner and
Company incorporated by reference and included in its Annual Report (Form
10-K) for the year ended January 28, 1995, filed with the Securities and
Exchange Commission.
/S/ ERNST & YOUNG LLP
ERNEST & YOUNG LLP
July 17, 1995
Detroit, Michigan
