<PAGE>
Registration No.
As filed with the Securities and Exchange Commission on May 8, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
Amendment No. 2 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.
1995 INCENTIVE STOCK 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)
_____________
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. 1995 Incentive Stock Plan, as amended and restated
(the "Plan").
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
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 300,000 $9.4375 $2,831,250 $835.22 (a)
Rights to Purchase Series A Cumulative 300,000 N/A N/A N/A
Participating Preferred Stock, no par value
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Estimated solely for purposes of calculating the registration fee
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
May 4, 1998, because the exercise price of the options to be granted in the
future is not currently determinable.
(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.
<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 12, 1995 (File No. 33-96854);
(d) The Company's Registration Statement on Amendment No. 1 to Form S-8
filed with the Commission on August 1, 1996 (File No. 333-09361);
(e) The Company's Current Report on Form 8-K dated March 25, 1998.
(f) The Company's Current Report on Form 8-K dated June 25, 1996.
(g) The Company's Current Report on Form 8-K/A dated June 28, 1996.
(h) The Company's Current Report on Form 8-K dated May 11, 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.
Amendments
1. The amount of common stock to be issued under the Plan has been
increased by 300,000, to a total of 1,700,000 shares.
2. The amount of Rights to purchase Series A Cumulative Participating
Preferred Stock to be issued under the Plan has been increased by 300,000, to a
total of 1,700,000 Rights.
2
<PAGE>
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 5th day of May, 1998.
CROWN VANTAGE INC.
By: /s/ Ernest S. Leopold
----------------------------
Ernest S. Leopold
Chairman, and
Chief Executive Officer
3
<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>
/s/ Ernest S. Leopold Chairman, May 5, 1998
- ------------------------
Ernest S. Leopold Chief Executive Officer
and Director
(Principal Executive
Officer)
/s/ R. Neil Stuart Senior Vice President, May 5, 1998
- ------------------------
R. Neil Stuart Chief Financial Officer
(Principal Financial
Officer)
/s/ Michael J. Hunter Vice President, May 5, 1998
- ------------------------
Michael J. Hunter Chief Accounting Officer
(Principal Accounting
Officer)
* Director May 5, 1998
- ------------------------
George B. James
* Director May 5, 1998
- ------------------------
Joseph T. Piemont
* Director May 5, 1998
- ------------------------
E. Lee Showalter
* Director May 5, 1998
- ------------------------
William D. Walsh
Director May 5, 1998
- ------------------------
James S. Watkinson
* Director May 5, 1998
- ------------------------
Donna L. Weaver
*By: /s/ Christopher M. McLain May 5, 1998
---------------------------
Christopher M. McLain
Senior Vice President
Attorney-in-fact
</TABLE>
4
<PAGE>
EXHIBIT INDEX
- -------------
Exhibit
Number Description
- ------- -----------
4.1 Crown Vantage Inc. 1995 Incentive Stock Plan, (incorporated by
reference to Exhibit 10.28 to the Crown Paper Co. Registration
Statement No. 33-93494 on Form S-1 filed with the Commission on
June 15, 1995 and all amendments thereto).
4.2 Amendment No. 1 to the Crown Vantage Inc. 1995 Incentive Stock Plan
(incorporated by reference to Exhibit 99 to the Crown Vantage Inc.
quarterly report on Form 10-Q for the quarter ended September 29,
1996).
4.3 Amendment No. 2 to the Crown Vantage Inc 1995 Incentive Stock Plan
dated May 5, 1998.
4.4 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).
4.5 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).
4.6 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).
4.7 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 Christopher M. McLain (included in Exhibit 5).
24. Power of Attorney.
5
<PAGE>
EXHIBIT 4.3
SECOND AMENDMENT
TO THE
CROWN VANTAGE INC.
1995 INCENTIVE STOCK PLAN
THIS SECOND AMENDMENT to the Crown Vantage Inc. 1995 Incentive Stock
Plan (the "Plan") is made pursuant to the authority under Section 15 of the Plan
for the Board of Directors to amend the Plan. The Plan is hereby amended as
follows:
I. Effective May 5, 1998, Section 4 of the Plan is amended by
deleting the first sentence thereof in its entirety and by substituting the
following new sentence in its place;
"Subject to Section 16 of the Plan, there shall be reserved for issuance
under the Plan an aggregate of 1,700,000 shares of Company Stock, which
shall be authorized, but unissued, shares."
CROWN VANTAGE INC.
By: /s/ Christopher M. McLain
------------------------------
Christopher M. McLain
Senior Vice President and
General Counsel,
Corporate Secretary
<PAGE>
Exhibit 5
May 5, 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. 2 (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 12, 1995, Registration No. 33-
96854 (as amended, the "Registration Statement"). The Amendment will register
300,000 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. Incentive Stock 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
May 5, 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
1998\05\opinion.doc
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Amendment No. 2 to the
Registration Statement on Form S-8 (File No. 33-96854), pertaining to the Crown
Vantage Inc. 1995 Incentive Stock 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.
/s/ Coopers & Lybrand, L.L.P.
----------------------------------
San Francisco, California
May 7, 1998
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Amendment No. 2 to the
Registration Statement on Form S-8 (File No. 33-96854), pertaining to the Crown
Vantage Inc. 1995 Incentive Stock 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.
/s/ Ernst & Young L.L.P.
---------------------------
San Francisco, California
May 7, 1998
<PAGE>
Exhibit 24
Crown Vantage Inc.
Power of Attorney
Resolved, that without limiting the authority of any officer of the
Coporation, 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 a majority of the Board of Directors, hereby consent
and approve the foregoing as of May 4, 1998.
/s/ Ernest S. Leopold /s/ George B. James
- --------------------------- ---------------------------
Ernest S. Leopold George B. James
/s/ Joseph T. Piemont /s/ E. Lee Showalter
- --------------------------- ---------------------------
Joseph T. Piemont E. Lee Showalter
/s/ William D. Walsh
- ---------------------------
William D. Walsh
/s/ Donna L. Weaver
- ---------------------------
Donna L. Weaver
