<PAGE>
Registration No. 33-96788
As filed with the Securities and Exchange Commission on May 2, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1 to Form S-8
Registration Statement
Under the Securities Act of 1933
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CROWN VANTAGE INC.
(exact name of registrant as specified in its charter)
Virginia 54-1752384
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 Lakeside Drive
14th Floor
Oakland, California 94612
(Address of Principal Executive Offices and Zip Code)
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CROWN VANTAGE INC.
STOCKPLUS EMPLOYEE STOCK OWNERSHIP PLAN
(Full title of the plan)
Ernest S. Leopold
Crown Vantage Inc.
300 Lakeside Drive
14th Floor
Oakland, CA 94612
510-874-3400
(Name, address and telephone number of agent for service)
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The securities covered by this registration statement will be issued to
employees of Crown Vantage Inc. and its subsidiaries from time to time pursuant
to the Crown Vantage Inc. StockPlus Employee Stock Ownership Plan, as amended
and restated (the "Plan").
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Amount to be Proposed maximum offering Proposed maximum Amount of
Title of Securities to be registered Registered price per share aggregate offering price registration fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 500,000 $6.3125 $3,156,250.00 $956.44 (a)
Rights to Purchase Series A Cumulative 500,000 (b) N/A N/A N/A
Participating Preferred Stock,
no par value
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) The registration fee is calculated in accordance with Rule 457(c) and
(h), based upon the price of the Common Stock, which is the average of the high
and low prices reported in the NASDAQ National Market System on April 29, 1997.
(b) The Rights to Purchase Series A Cumulative Participating Preferred
Stock (the "Rights") will be attached to and traded with shares of the Common
Stock. Value attributable to such Rights, if any, will be reflected in the
market price of the shares of such Common Stock.
In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described above.
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PART II
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by Crown Vantage Inc. ("Crown
Vantage" or the "Company") with the Commission (File No. 1-13868) and are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the period ended December
29, 1996;
(b) The description of the Common Stock and the Rights included in
Amendment No. 2 to the Company's Registration Statement (Registration No.
1-13868) on Form 10/A dated August 18, 1995, under the heading "Description of
Capital Stock;"
(c) The Company's Registration Statement on Form S-8 filed with the
Commission on September 11, 1995 (File No. 33-96788);
(d) The Company's Quarterly Report on Form 10-Q/A Amendment No. 1 dated
April 9, 1997 for the quarter ended June 30, 1996.
(e) Crown Vantage Inc., StockPlus Employee Stock Ownership Plan Form 11-K
for the period ended December 31, 1995 filed with the Securities and Exchange
Commission on July 12, 1996.
All documents filed by Crown Vantage Inc. pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
The Company has submitted the Plan and any amendments thereto to the
Internal Revenue Service ("IRS") in a timely manner and has made or will make
all changes required by the IRS in order to qualify the Plan under ERISA.
AMENDMENTS
1. The amount of common stock to be issued under the Plan has been
increased by 500,000, to a total of 944,445 shares.
2. The amount of Rights to purchase Series A Cumulative Participating
Preferred Stock to be issued under the Plan has been increased by 500,000, to a
total of 944,445 Rights.
2
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, Crown Vantage Inc. 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 Oakland, California on the 29th day of April,
1997.
CROWN VANTAGE INC.
By: /s/ Ernest S. Leopold
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Ernest S. Leopold
Chairman, President and
Chief Executive Officer
3
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated and on the date indicated below.
Signature Title Date
- --------- ----- ----
/s/ Ernest S. Leopold Chairman, President and April 29, 1997
- ------------------------------ Chief Executive Officer
Ernest S. Leopold and Director
(Principal Executive
Officer)
/s/ R. Neil Stuart Senior Vice President, April 29, 1997
- ------------------------------ Chief Financial Officer
R. Neil Stuart (Principal Financial
Officer)
/s/ Michael J. Hunter Vice President, April 29, 1997
- ------------------------------ Chief Accounting Officer
Michael J. Hunter (Principal Accounting
Officer)
* Director April 29, 1997
- ------------------------------
William V. Daniel
* Director April 29, 1997
- ------------------------------
George B. James
* Director April 29, 1997
- ------------------------------
Joseph T. Piemont
* Director April 29, 1997
- ------------------------------
E. Lee Showalter
* Director April 29, 1997
- ------------------------------
William D. Walsh
* Director April 29, 1997
- ------------------------------
James S. Watkinson
* Director April 29, 1997
- ------------------------------
Donna L. Weaver
* By /s/ Christopher M. McLain April 29, 1997
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Christopher M. McLain
Senior Vice President
Attorney-in-fact
4
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 Crown Vantage Inc. StockPlus Employee Stock Ownership Plan,
(incorporated by reference to Exhibit 10.29 to the Crown Vantage Inc.
Registration Statement No. 33-95736 on Form S-1 filed with the
Commission on August 14, 1995 and all amendments thereto).
4.2 Amendment No. 1 to the Crown Vantage Inc. StockPlus Employee Stock
Ownership Plan (incorporated by reference to Exhibit 10.37 to the
Crown Vantage Inc. Annual Report on Form 10-K for the year ended
December 31, 1995).
4.3 Articles of Incorporation of Crown Vantage Inc., as amended
(incorporated by reference to Exhibit 3.1 to the Crown Vantage Inc.
Registration Statement No. 33-95736 on Form S-1 filed with the
Commission on August 14, 1995 and all amendments thereto).
4.4 Articles of Amendment to the Articles of Incorporation dated May 13,
1996 and July 31, 1996 (incorporated by reference to Exhibit 3(iii) to
Crown Vantage Inc.'s report on Form 10-Q/A for the quarter ended June
30,1996, and to Exhibit 3(i) to Crown Vantage Inc.'s report on Form
10-Q for the quarter ended June 30, 1996).
4.5 Restated Bylaws of Crown Vantage Inc. (incorporated by reference to
Exhibit 3(ii) to Crown Vantage Inc.'s report on Form 10-Q for the
quarter ended September 29, 1996).
4.6 Rights Agreement dated August 15, 1995, between Crown Vantage Inc. and
Norwest Bank, N.A., as Rights Agent (incorporated by reference to
Exhibit 4.1 to the Crown Vantage Inc. Registration Statement No.
33-95736 on Form S-1 filed with the Commission on August 14, 1995 and
all amendments thereto).
5 Opinion of Christopher M. McLain.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of LeRoy Accountancy Corporation.
23.4 Consent of Christopher M. McLain (included in Exhibit 5).
24. Power of Attorney.
5
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Exhibit 5
April 30, 1997
Crown Vantage Inc.
300 Lakeside Drive
14th Floor
Oakland, California 94612
Ladies and Gentlemen:
I have acted as counsel to Crown Vantage Inc., a Virginia corporation ("Crown
Vantage"), in connection with Amendment No. 1 (the "Amendment") to the
Registration Statement on Form S-8 that Crown Vantage proposes to file with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
Such registration statement was initially filed by Crown Vantage with the
Securities and Exchange Commission on September 11, 1995, Registration No.
33-96788 (as amended, the "Registration Statement"). The Amendment will
register 500,000 shares of common stock, no par value, of Crown Vantage (the
"Common Stock"), and Rights to Purchase Series A Cumulative Participating
Preferred Stock, no par value, of Crown Vantage (the "Rights") attached in equal
number to the shares of the Common Stock. The Common Stock and the Rights will
be offered under the Crown Vantage Inc. StockPlus Employee Stock Ownership Plan,
(as amended, the "Plan"). In this capacity, I have examined the Amendment, the
Plan, the records of corporate proceedings of Crown Vantage and such other
materials as I have deemed necessary to the issuance of this opinion.
On the basis of the foregoing, I am of the opinion that:
1. Crown Vantage is a corporation duly organized and validly existing
under the laws of the Commonwealth of Virginia.
2. The shares of Common Stock to be offered through the Plan have been
validly authorized and, when issued in accordance with the terms and
provisions of the Plan, will be legally issued, fully paid and
nonassessable.
3. The Rights attached to the shares of Common Stock to be offered
through the Plan have been validly authorized and, when issued in
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Opinion Letter
April 30, 1997
Page 2
accordance with the terms and provisions of the Plan, will be legally
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ Christopher M. McLain
CMM:dio
Enclosures
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Amendment No. 1 to the
Registration Statement on Form S-8 (File No. 33-96788), pertaining to the Crown
Vantage Inc. StockPlus Employee Stock Ownership plan, of our report dated
February 23, 1996, on our audits of the consolidated financial statements of
Crown Vantage Inc. as of December 31, 1995 and for each of the two years in the
period ended December 31, 1995 and the related financial statement schedule as
of December 31, 1995 and for the period since inception through December 31,
1995, which report is included as Exhibit 23.1 to Crown Vantage's 1996 Annual
Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
San Francisco, California
April 30, 1997
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Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-96788), pertaining to the Crown Vantage Inc. StockPlus Employee Stock
Ownership Plan, of our report dated February 10, 1997, with respect to the
consolidated financial statements of Crown Vantage Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 29, 1996
and the related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Francisco, California
April 28, 1997
<PAGE>
Exhibit 23.3
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-96788), pertaining to the Crown Vantage Inc. StockPlus
Employee Stock Ownership Plan, of our report dated July 9, 1996, with respect
to the financial statements of the Crown Vantage Inc. StockPlus Employee Stock
Ownership Plan included in its Annual Report (Form 11-K) for the period ended
December 31, 1995, filed with the Securities and Exchange Commission.
/s/ LeRoy Accountancy Corporation
San Francisco, California
May 1, 1997
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Exhibit 24
Crown Vantage Inc.
Power of Attorney
RESOLVED, that without limiting the authority of any other officer of
the Corporation, Christopher M. McLain be hereby appointed
attorney-in-fact of the Corporation and each of the Directors with
full power to sign the Registration Statement and any amendments
thereto on behalf of and in the name of the Corporation and on behalf
of each of the Directors.
The undersigned, being all members of the Board of Directors, hereby
consent and approve the foregoing as of April 29, 1997.
/s/ William V. Daniel /s/ Ernest S. Leopold
- ----------------------------------- ------------------------------
William V. Daniel Ernest S. Leopold
/s/ George B. James /s/ Joseph T. Piemont
- ----------------------------------- ------------------------------
George B. James Joseph T. Piemont
/s/ E. Lee Showalter /s/ William D. Walsh
- ----------------------------------- ------------------------------
E. Lee Showalter William D. Walsh
/s/ James S. Watkinson /s/ Donna L. Weaver
- ----------------------------------- ------------------------------
James S. Watkinson Donna L. Weaver
