<PAGE>
Registration No. 33-96788
As filed with the Securities and Exchange Commission on October 2, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 3 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)
_____________
CROWN VANTAGE INC.
VANGUARD INVESTMENT PLAN
formerly named the
STOCKPLUS EMPLOYEE STOCK OWNERSHIP PLAN
(Full title of the Plan)
Robert A. Olah
Crown Vantage Inc.
300 Lakeside Drive
14th Floor
Oakland, CA 94612
510-874-3400
(Name, address and telephone number of agent for service)
_____________
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. Vanguard Investment Plan (formerly known as
the 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
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<S> <C> <C> <C> <C>
Common Stock, no par value 1,000,000 $3.40625 $3,406,250 $ 1,004.84 (a)
Rights to Purchase Series A Cumulative 1,000,000 N/A N/A N/A
Participating Preferred Stock, no par value
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</TABLE>
(a) The registration fee is calculated in accordance with Rule 457(c)
and (h), based upon the average of the high and low prices of the common stock
reported in the NASDAQ National Market System on September 29, 1998.
(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.
<PAGE>
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 28, 1997;
(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 Registration Statement on Amendment No. 1 to
Form S-8 filed with the Commission on May 2, 1997
(File No. 33-96788);
(e) The Company's Registration Statement on Amendment No. 2 to
Form S-8 filed with the Commission on May 2, 1997 (File
No. 33-96788);
(f) The Company's Current Report on Form 8-K dated March 25, 1998;
(g) The Company's Current Report on Form 8-K dated May 11, 1998;
(h) The Company's Current Report on Form 8-K dated July 28, 1998;
(i) The Company's Quarterly Report on Form 10-Q dated May 13, 1998
for the quarter ended March 29, 1998;
(j) The Company's Quarterly Report on Form 10-Q dated August 12, 1998
for the quarter ended June 28, 1998; and
(k) Crown Vantage Inc., StockPlus Employee Ownership Plan Form 11-K
for the period ended December 31, 1997 filed with the Securities
and Exchange Commission on June 29, 1998.
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.
<PAGE>
AMENDMENTS
1. The amount of common stock to be issued under the Plan has been
increased 1,000,000 shares to a total of 1,944,445 shares.
2. The amount of Rights to purchase Series A Cumulative Participating
Preferred Stock to be issued under the Plan has been increased 1,000,000 Rights
to a total of 1,944,445 Rights.
Item 8. Exhibits
The Company has submitted the Plan and will submit 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.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
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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 2nd day of October,
1998.
CROWN VANTAGE INC.
By: /s/ ROBERT A. OLAH
-------------------------------
Robert A. Olah
Chief Executive Officer,
President and Director
<PAGE>
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.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------ ------------------------ ---------------
<S> <C> <C>
* Chairman and October 2, 1998
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Ernest S. Leopold Director
* Chief Executive Officer, October 2, 1998
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Robert A. Olah President and Director
(Principal Executive
Officer)
/s/ R. NEIL STUART Executive Vice President, October 2, 1998
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R. Neil Stuart Chief Financial Officer
(Principal Financial
Officer)
/s/ MICHAEL J. HUNTER Vice President, October 2, 1998
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Michael J. Hunter Chief Accounting Officer
(Principal Accounting
Officer)
* Director and October 2, 1998
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George B. James Vice Chairman
* Director October 2, 1998
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Joseph T. Piemont
* Director October 2, 1998
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E. Lee Showalter
* Director October 2, 1998
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William D. Walsh
* Director October 2, 1998
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James S. Watkinson
* Director October 2, 1998
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Donna L. Weaver
*By: /s/ CHRISTOPHER M. MCLAIN October 2, 1998
--------------------------
Christopher M. McLain
Senior Vice President
Attorney-in-fact
</TABLE>
<PAGE>
Signatures
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
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trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the undersigned
duly authorized, in Oakland, California on the 2nd day of October 1998.
Crown Vantage Inc.
Vanguard Investment Plan
By: /s/ R. NEIL STUART
----------------------------------
R. Neil Stuart
Member, Administrative Committee
of the Crown Vantage Inc. Vanguard
Investment Plan
<PAGE>
EXHIBIT INDEX
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Exhibit
Number Description
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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 quarterly 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 PricewaterhouseCoopers LLP
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.
<PAGE>
Exhibit 5
October 2, 1998
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. 3 (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
1,000,000 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. Vanguard Investment Plan (formerly known as the
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
accordance with the terms and provisions of the Plan, will be legally
issued, fully paid and nonassessable.
<PAGE>
Opinion Letter
October 2, 1998
Page 2
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,
By: /s/ CHRISTOPHER M. MCLAIN
----------------------------
Christopher M. McLain
Senior Vice President
and General Counsel
CMM:dio
Enclosures
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Amendment No. 3 to the
Registration Statement on Form S-8 (File No. 33-96788), pertaining to the Crown
Vantage Inc. Vanguard Investment Plan (formerly known as the StockPlus Employee
Stock Ownership Plan), of our report dated February 23, 1996, on our audit of
the consolidated statements of operations and cash flows of Crown Vantage Inc.
for the year ended December 31, 1995, and the related financial statement
schedule for the period from August 25, 1995 (date of inception) through
December 31, 1995.
PricewaterhouseCoopers LLP
San Francisco, California
September 28, 1998
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Amendment No. 3 to the
Registration Statement on Form S-8 (File No. 33-96788), pertaining to the Crown
Vantage Inc. Vanguard Investment Plan (formerly known as the StockPlus Employee
Stock Ownership Plan), of our report dated January 30, 1998, with respect to the
consolidated financial statements of Crown Vantage Inc. incorporated by
reference in the Annual Report on Form 10-K for the years ended December 28,
1997 and December 29, 1996 and our report on the financial statement schedule,
on page 18 of the 1997 Form 10-K.
Ernst & Young LLP
San Francisco, California
September 28, 1998
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Amendment No. 3 to the
Registration Statement on Form S-8 (File No. 33-96788), pertaining to the Crown
Vantage Inc. Vanguard Investment Plan (formerly known as the StockPlus Employee
Stock Ownership Plan), of our report dated April 17, 1998, with respect to the
financial statements of the Crown Vantage Inc. Vanguard Investment Plan
(formerly known as the StockPlus Employee Stock Ownership Plan) included in its
Annual Report (Form 11-K) for the period ended December 31, 1997 and December
31, 1996, filed with the Securities and Exchange Commission.
/s/ LeRoy Accountancy Corporation
San Francisco, California
September 28, 1998
<PAGE>
Exhibit 24
Crown Vantage Inc.
Power of Attorney
Resolved, that without limiting the authority of any 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 on Form S-8 relating to the Vantage Investment Plan 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 a majority of the Board of Directors, hereby consent
and approve the foregoing as of September 15, 1998.
/s/ Ernest S. Leopold /s/ George B. James
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Ernest S. Leopold George B. James
/s/ Joseph T. Piemont /s/ E. Lee Showalter
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Joseph T. Piemont E. Lee Showalter
/s/ William D. Walsh /s/ James S. Watkinson
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William D. Walsh James S. Watkinson
/s/ Donna L. Weaver /s/ Robert A. Olah
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Donna L. Weaver Robert A. Olah
