CROWN LABORATORIES INC /DE/
8-K, 1996-03-01
PHARMACEUTICAL PREPARATIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.



                                    FORM 8-K




                                 CURRENT REPORT
                           Pursuant to Section 12(g)
                       of the Securities Exchange of 1934



       Date of Report (Date of earliest event reported) February 29, 1996




                            CROWN LABORATORIES, INC.               
             (Exact name of registrant as specified in its charter)


          Delaware                    33-27602                75-2300995
- ----------------------------   ----------------------   ----------------------
(State of other jurisdiction   Commission File Number        (IRS Employer
     of Incorporation)                                  Identification Number)





6780 Caballo Street, Las Vegas, Nevada                                   89119
- ------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)


Registrant's telephone number include area code                 (702) 696-9300
                                                ------------------------------

                                                                         89109
(Former name or former address, if changed since last report)
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ITEM 5.  OTHER EVENTS

         Registrant's press release dated February 29, 1996, Exhibit 99 hereto,
is being filed pursuant to Rule 135c.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)     Exhibits

         99.     Press Release, dated February 29, 1996


         Pursuant to the Securities and Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.


                                         CROWN LABORATORIES, INC.
                                           (Registrant)


Date:  February 29, 1996                 /s/ Scott Hilley
                                         -------------------------------------
                                         Scott Hilley, Chief Financial Officer





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                                                                      EXHIBIT 99

                            CROWN LABORATORIES, INC.
                                 PRESS RELEASE


          CROWN LABORATORIES, INC. (AMEX:  CLL.CC) ANNOUNCED TODAY THAT IT HAS
OFFERED TO ITS HOLDERS OF ITS PRIVATELY PLACED WARRANTS THE RIGHT TO EXERCISE
THE WARRANTS AT $1 3/8 PER SHARE INSTEAD OF $3.00 PER SHARE IF EACH HOLDER
EXERCISES AT LEAST 60% OF SUCH WARRANTS BY MARCH 15, 1996.  IF AT LEAST 60% OF
A HOLDER'S WARRANTS ARE EXERCISED, THE EXPIRATION DATE OF HIS REMAINING
WARRANTS WILL BE EXTENDED ONE YEAR.  CROWN LABORATORIES, INC. CANNOT PREDICT
WHICH, IF ANY, OF ITS 1,475,563 PRIVATELY PLACED WARRANTS MAY BE EXERCISED.

          THE WARRANTS WERE ISSUED IN A TRANSACTION EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND MAY NOT BE
TRANSFERRED OR SOLD IN ABSENCE OF AN APPLICABLE REGISTRATION STATEMENT OR AN
EXEMPTION FROM REGISTRATION.  THE SHARES UNDERLYING THE WARRANTS HAVE BEEN
REGISTERED FOR RESALE BY HOLDERS OF THE WARRANTS.


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