-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bo8OuZRzL9ET80AcUHHxtLNO7BpDS8KTT7DL6qrnMV+08SPm3ebYALreco5ydts4 0meB2nYR/sQws82RoMnUJA== 0000912057-96-015988.txt : 19960802 0000912057-96-015988.hdr.sgml : 19960802 ACCESSION NUMBER: 0000912057-96-015988 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960801 EFFECTIVENESS DATE: 19960820 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN VANTAGE INC CENTRAL INDEX KEY: 0000948073 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 541752384 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-09361 FILM NUMBER: 96602409 BUSINESS ADDRESS: STREET 1: 300 LAKESIDE DR STREET 2: 14TH FL CITY: OAKLAND STATE: CA ZIP: 94612-3592 BUSINESS PHONE: 5108743400 MAIL ADDRESS: STREET 1: 300 LAKESIDE DR STREET 2: 14TH FLOOR CITY: OAKLAND STATE: CA ZIP: 94612-3592 S-8 1 FORM S-8 Registration No. 33-96854 As filed with the Securities and Exchange Commission on August 1, 1996 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- Amendment No. 1 to Form S-8 Registration Statement Under the Securities Act of 1933 ---------- 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 (Formerly 1995 Omnibus Stock Incentive 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. CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------
Amount of Amount to be Proposed maximum offering Proposed maximum registration Title of Securities to be registered Registered price per share aggregate offering price fee - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value 600,000 $ 10 21/32 $ 6,393,750 $ 2,204.76 (a) Rights to Purchase Series A Cumulative 600,000(b) N/A N//A N/A Participating Preferred Stock, no par value - -----------------------------------------------------------------------------------------------------------------------------------
(a) All purchases under the Plan will be at then prevailing market prices. Accordingly, as instructed by Rule 457(h) in the case of securities whose offering price is not known, the registration fee is calculated in accordance with Rule 457(c), 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 July 29, 1996. (b) The Rights to Purchase Series A 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. 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 31, 1995; (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996; (c) 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." (d) The Company's Registration Statement on Form S-8 filed with the Commission on September 12, 1995 (File No. 33-96854). (e) The Company's Current Report on Form 8-K dated June 25, 1996. (f) The Company's Current Report on Form 8-K/A dated June 28, 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. AMENDMENTS 1. The name of the 1995 Omnibus Stock Incentive Plan has been changed. The name is now the 1995 Incentive Stock Plan (the "Plan"). 2. The amount of common stock to be issued under the Plan has been increased by 600,000, to a total of 1,400,000 shares. 3. The amount of Rights to purchase Series A Cumulative Participating Preferred Stock to be issued under the Plan has been increased by 600,000, to a total of 1,400,000 Rights. 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 31st day of July, 1996. CROWN VANTAGE INC. By: /s/ Ernest S. Leopold --------------------------------- Ernest S. Leopold Chairman, President and Chief Executive Officer 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 July 31, 1996 - ------------------------------ Chief Executive Officer Ernest S. Leopold and Director (Principal Executive Officer) /s/ Charles H. Shreve Senior Vice President, July 31, 1996 - ------------------------------ Chief Accounting Officer Charles H. Shreve (Principal Accounting Officer) /s/ R. Neil Stuart Senior Vice President, July 31, 1996 - ------------------------------ Chief Financial Officer R. Neil Stuart (Principal Financial Officer) /s/ William V. Daniel Director July 31, 1996 - ------------------------------ William V. Daniel /s/ George B. James Director July 31, 1996 - ------------------------------ George B. James /s/ Joseph T. Piemont Director July 31, 1996 - ------------------------------ Joseph T. Piemont /s/ E. Lee Showalter Director July 31, 1996 - ------------------------------ E. Lee Showalter /s/ James S. Watkinson Director July 31, 1996 - ------------------------------ James S. Watkinson /s/ Donna L. Weaver Director July 31, 1996 - ------------------------------ Donna L. Weaver EXHIBIT INDEX Exhibit Number Description Page - ------- ----------- ---- 4.1 The Crown Vantage Inc. 1995 Incentive Stock Plan (formerly the 1995 Omnibus Stock Incentive 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 dated June 20, 1996. 4.3 Articles of Incorporation of Crown Vantage Inc., as amended. 4.4 Bylaws of Crown Vantage Inc., as amended and restated (incorporated by reference to Exhibit 3.2 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 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 McGuire, Woods, Battle & Boothe, L.L.P. 23.1 Consent of Coopers & Lybrand, L.L.P. 23.2 Consent of McGuire, Woods, Battle & Boothe, L.L.P. (included in Exhibit 5). EX-4.2 2 EXHIBIT 4.2 EXHIBIT 4.2 FIRST AMENDMENT TO THE CROWN VANTAGE INC. 1995 OMNIBUS STOCK INCENTIVE PLAN THIS FIRST AMENDMENT to the Crown Vantage Inc. 1995 Omnibus Stock Incentive 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 as of May 7, 1996, 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 1,400,000 shares of Company Stock, which shall be authorized, but unissued, shares." II. Effective as of March 21, 1996, the phrase "Crown Vantage Inc. 1995 Omnibus Stock Incentive Plan" shall be replaced with the phrase "Crown Vantage Inc. 1995 Incentive Stock Plan" in each place where it appears in the Plan. IN WITNESS WHEREOF, the Company has caused this amendment to the Plan to be executed this 20th day of June, 1996. CROWN VANTAGE INC. By: /s/ Christopher M. McLain ------------------------------ Christopher M. McLain Senior Vice President and General Counsel, Corporate Secretary EX-4.3 3 EXHIBIT 4.3 EXHIBIT 4.3 CROWN VANTAGE INC. ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION 1. NAME. The name of the Corporation is Crown Vantage Inc. 2. THE AMENDMENT. This Amendment (the "Amendment") deletes the words "15,000 shares" as it appears with respect to shares of Preferred Stock in the first sentence of the first paragraph of Article VIII of the Articles of Incorporation (the "Articles") and substitutes in lieu thereof, the words "50,000 shares", thereby increasing the number of designated shares of Preferred Stock to be issued under Article VIII. 3. BOARD ACTION. The Board of Directors at its meeting on July 31, 1996, at which a quorum was present and acting throughout, found the Amendment to be in the best interest of the Corporation. The Board of Directors is authorized by Article IV of the Articles to adopt Articles of Amendment to provide for the designation of one or more series of Preferred Stock, and accordingly, shareholder approval is not required. Dated: July 31, 1996 CROWN VANTAGE INC. By: /s/ Ernest S. Leopold ------------------------------ Chairman, President and Chief Executive Officer CROWN VANTAGE INC. ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION 1. NAME. The name of the Corporation is Crown Vantage Inc. 2. THE AMENDMENT. The Amendments, copies of which are attached hereto as Exhibits A and B, respectively, (a) delete paragraph 3.1 of ARTICLE III of the Articles of Incorporation and substitute, in lieu thereof, a new paragraph 3.1 increasing the number of authorized shares of common stock and (b) add a new Article IX to the Articles of Incorporation reducing the shareholder vote required for certain amendments to the Articles of Incorporation. 3. BOARD ACTION. The Board of Directors at its meeting on March 21, 1996, at which a quorum was present and acting throughout, found the Amendments to the Articles of Incorporation to be in the best interest of the Corporation and directed that they each be submitted to a separate vote of the shareholders. 4. SHAREHOLDER ACTION. (a) Notice of the meeting, together with copies of the proposed Amendments, was given in the manner prescribed by the Virginia Stock Corporation Act to all shareholders of record entitled to such notice, whether or not entitled to vote. (b) On the record date, the total number of shares of Common Stock outstanding (the only class of shares authorized and outstanding) and entitled to vote on the Amendments was 9,080,707. (c) On May 7, 1996, the meeting of shareholders was held and the Amendments proposed by the Board of Directors were adopted. (d) The total number of votes cast FOR the amendment set forth in Exhibit A was 6,622,882 and AGAINST the amendment was 1,009,044. The number of votes cast for the amendment was sufficient for its approval. (e) The total number of votes cast FOR the amendment set forth in Exhibit B was 6,178,899 and AGAINST the amendment was 185,138. The number of votes cast for the amendment was sufficient for its approval. Dated: May 13, 1996 CROWN VANTAGE INC. By: /s/ Ernest S. Leopold ------------------------------------- Chairman, President and Chief Executive Officer EXHIBIT A 3.1 NUMBER AND DESIGNATION. The number and designation of shares that the Corporation shall have authority to issue are as follows: Class Number of Shares ----- ---------------- Preferred 500,000 Common (no par value) 50,000,000 EXHIBIT B ARTICLE IX AMENDMENTS As to each voting group entitled to vote on an amendment or restatement of these Articles of Incorporation the vote required for approval shall be (i) the vote required by the Virginia Stock Corporation Act (as applied without regard to the effect of clause (iii) of this Article) if the effect of the amendment or restatement is (a) to reduce the shareholder vote required to approve a merger, a statutory share exchange, a sale of all or substantially all of assets of the Corporation or the dissolution of the Corporation, or (b) to delete all or any part of this clause (i) of this Article; (ii) the vote required by the terms of these Articles of Incorporation, as amended or as restated from time to time, if such terms require the approval of more than a majority of the votes entitled to be cast thereon by such voting group; or (iii) a majority of the votes entitled to be cast thereon if neither clause (i) nor clause (ii) of this Article is applicable. CROWN VANTAGE INC. ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION 1. NAME. The name of the Corporation is Crown Vantage Inc. 2. THE AMENDMENT. The amendment, a copy of which is attached hereto, adds Article VIII to the Articles of Incorporation which creates a series of Preferred Stock, states the designation and number of shares, and fixes the preferences, limitations and relative rights thereof. 3. BOARD ACTION. At a meeting held on the 15th day of August, 1995, the Board of Directors found the amendment to the Articles of Incorporation to be in the best interests of the Corporation. Shareholder approval is not required. Dated: August 15, 1995 CROWN VANTAGE INC. By: /S/ Ernest S. Leopold --------------------------- Chairman ARTICLE VIII SERIES A PREFERRED STOCK Pursuant to a resolution adopted by the Board of Directors of the Corporation on August 15, 1995, 15,000 shares of Preferred Stock (no par value) constitutes a series of Preferred Stock designated as the Series A Cumulative Participating Preferred Stock (the "Series A Preferred Stock"), the shares of which have the following voting powers, limitations, rights and preferences: A. DIVIDENDS AND DISTRIBUTIONS. (1) The holders of shares of the Series A Preferred Stock, in preference to the holders of Common Stock, no par value, of the Corporation (the "Common Stock") and of any other junior stock, shall be entitled to receive, if, when and as declared by the Board of Directors of the Corporation out of funds legally available therefor, quarterly dividends payable in cash on the fifteenth day (or, if not a business day, the preceding business day) of January, April, July and October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of the Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock, or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series A Preferred Stock. In the event the Corporation shall at any time after the first issuance of any share or fraction of a share of the Series A Preferred Stock declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount per share to which holders of shares of the Series A Preferred Stock shall be entitled under clause (b) of the preceding sentence shall be adjusted by multiplying the amount per share to which holders of shares of the Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 2 (2) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (1) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (3) Dividends shall begin to accrue and be cumulative on outstanding shares of the Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of the Series A Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of the Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid 3 on the shares of the Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors of the Corporation may fix a record date for the determination of holders of shares of the Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof. (B) VOTING RIGHTS. The holders of shares of the Series A Preferred Stock shall have the following voting rights: (1) Subject to the provision for adjustment hereinafter set forth, each share of the Series A Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the shareholders of the Corporation. In the event the Corporation shall at any time after the first issuance of any share or fraction of a share of the Series A Preferred Stock declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of the Series A Preferred Stock shall be entitled shall be 4 adjusted by multiplying the number of votes per share to which holders of shares of the Series A Preferred Stock were entitled immediately prior to such event by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (2) Except as otherwise provided herein or by law, the holders of shares of the Series A Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of shareholders of the Corporation. (3) Except as set forth herein, holders of the Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. C. CERTAIN RESTRICTIONS. (1) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section A are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of the Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: 5 (a) declare, set apart or pay dividends on or make any other distributions on the Common Stock or any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (b) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; or (c) redeem or purchase or otherwise acquire for consideration shares of the Series A Preferred Stock, any such parity stock or any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, or set aside for or pay to any sinking fund therefor. (2) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (1) of this Section C, purchase or otherwise acquire such shares at such time and in such manner. 6 D. REACQUIRED SHARES. Any shares of the Series A Preferred Stock, purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock, no par value, and may be reissued as a new series or a part of a new series of Preferred Stock, no par value, to be created by resolution or resolutions of the Board of Directors. E. CONSOLIDATION, MERGER, ETC. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of the Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment thereafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the first issuance of any share of the Series A Preferred Stock declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination of consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with 7 respect to the exchange or change of shares of the Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. F. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (a) to the holders of shares of Common Stock or of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of the Series A Preferred Stock shall have received an amount per share equal to the greater of (i) $85,000 or (ii) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate amount to be distributed per share to holders of Common Stock, plus in each such case an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (b) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the first issuance of any share or fraction of a share of the 8 Series A Preferred Stock declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount per share to which holders of shares of the Series A Preferred Stock shall be entitled under the provision of clause (a) of the preceding sentence shall be adjusted by multiplying the amount per share to which holders of shares of the Series A Preferred Stock would have been entitled immediately prior to such event under the provision of clause (a) of the preceding sentence by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. G. NO REDEMPTION. The shares of Series A Preferred Stock shall not be redeemable. H. AMENDMENT. The Articles of Incorporation of the Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of more than two- thirds of the outstanding shares of the Series A Preferred Stock, voting together as a single voting group. 9 CROWN VANTAGE INC. ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION 1. NAME. The name of the Corporation is Crown Vantage Inc. 2. THE AMENDMENT. The amendment, a copy of which is attached hereto, as Exhibit A, deletes paragraph 3.1 of ARTICLE III of the Articles of Incorporation and substitutes, in lieu thereof, a new paragraph 3.1 increasing the number of authorized shares of common and preferred stock. 3. BOARD ACTION. The Board of Directors by unanimous written consent dated August 14, 1995, found the Amendment to the Articles of Incorporation to be in the best interest of the Corporation and directed that it be submitted to a vote of the sole shareholder. 4. SHAREHOLDER ACTION. As of August 14, 1995, the amendment was approved by the written consent of the sole shareholder. Dated: August 14, 1995 CROWN VANTAGE INC. By: /S/ Stephen E. Hare ------------------------ President EXHIBIT A 3.1 NUMBER AND DESIGNATION. The number and designation of shares that the Corporation shall have authority to issue and the par value per share are as follows: Class Number of Shares ----- ---------------- Preferred 500,000 Common 15,000,000 ARTICLES OF AMENDMENT OF ARTICLES OF INCORPORATION OF PWS HOLDINGS CORPORATION To the State Corporation Commission Commonwealth of Virginia The following Articles of Amendment are hereby submitted pursuant to the provisions of the Virginia Stock Corporation Act on behalf of the company hereinafter named. 1. The name of the company is PWS Holdings Corporation. 2. Article I of the Articles of Incorporation of the company is hereby amended to read as follows: The name of the Company is Crown Vantage Inc. 3. The date of the adoption of the amendment herein provided for was June 7, 1995. 4. The amendment herein provided for was adopted by consent of the sole shareholder of the company. Executed on June 7, 1995 PWS HOLDING CORPORATION By: /s/ Clifford A. Cutchins, IV --------------------------------- Clifford A. Cutchins, IV Secretary PWS HOLDINGS CORPORATION ARTICLES OF INCORPORATION ARTICLE I NAME The name of the Corporation is PWS Holdings Corporation. ARTICLE II PURPOSE The Corporation shall have the power to engage in any lawful business not required by the Virginia Stock Corporation Act to be stated in the Articles of Incorporation. ARTICLE III AUTHORIZED SHARES 3.1 NUMBER AND DESIGNATION. The aggregate number and designation of shares which the Corporation shall have the authority to issue are as follows: Class Number of Shares ----- ---------------- Preferred 5,000 Common 5,000 3.2 PREEMPTIVE RIGHTS. No holder of outstanding shares of any class shall have any preemptive right with respect to (i) any shares of any class of the Corporation, whether now or hereafter authorized, (ii) any warrants, rights or options to purchase any such shares, or (iii) any obligations convertible into or exchangeable for any such shares or into warrants, rights or options to purchase any such shares. ARTICLE IV PREFERRED SHARES 4.1 ISSUANCE IN SERIES. The Board of Directors is authorized to issue the Preferred Shares from time to time in one or more series and to provide for the designation, preferences, limitations and relative rights of the shares of each series by the adoption of Articles of Amendment to the Articles of Incorporation of the Corporation setting forth: (i) The maximum number of shares in the series and the designation of the series, which designation shall distinguish the shares thereof from the shares of any other series or class; (ii) Whether shares of the series shall have special, conditional or limited voting rights, or no right to vote, except to the extent prohibited by law; (iii) Whether shares of the series are redeemable or convertible (x) at the option of the Corporation, a shareholder or another person or upon the occurrence of a designated event, (y) for cash, indebtedness, securities or other property, and (z) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events; (iv) Any right of holders of shares of the series to distributions, calculated in any manner, including the rate or rates of dividends, and whether dividends shall be cumulative, noncumulative or partially cumulative; -2- (v) The amount payable upon the shares of the series in the event of voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; and (vi) Any other preferences, limitations or specified rights (including a right that no transaction of a specified nature shall be consummated while any shares of such series remain outstanding except upon the assent of all or a specified portion of such shares) now or hereafter permitted by the laws of the Commonwealth of Virginia and not inconsistent with the provisions of this Section 4.1. Except as to the designations, preferences, limitations and relative rights of each series of Preferred Shares which the Board of Directors is authorized to establish, as is hereinabove set forth, all Preferred Shares, regardless of series shall rank on a parity as to dividends (whether or not the dividend rates or payment dates are different) and as to rights in the liquidation, dissolution or winding up of the affairs of the Corporation (whether or not the redemption or liquidation prices are different). 4.2 ARTICLES OF AMENDMENT. Before the issuance of any shares of a series, Articles of Amendment establishing such series shall be filed with and made effective by the State Corporation Commission of Virginia, as required by law. -3- ARTICLE V COMMON SHARES 5.1 VOTING RIGHTS. The holders of outstanding Common Shares shall, to the exclusion of the holders of any other class of shares of the Corporation, have the sole power to vote for the election of directors and for all other purposes without limitation, except (i) as otherwise provided in the Articles of Amendment establishing any series of Preferred Shares or (ii) as may be required by law. 5.2 DISTRIBUTIONS. Subject to the rights of the holders of shares, if any, ranking senior to the Common Shares as to dividends or rights in the liquidation, dissolution or winding up of the affairs of the Corporation, the holders of the Common Shares shall be entitled to distributions, including dividends, when declared by the Board of Directors and to the net assets of the Corporation upon the liquidation, dissolution or winding up of the affairs of the Corporation. ARTICLE VI REGISTERED OFFICE AND REGISTERED AGENT The address of the initial registered office of the Corporation, which is located in the City of Richmond, Virginia, is 120 Tredegar Street, Richmond, Virginia 23219. The initial registered agent of the Corporation is Clifford A. Cutchins, IV, whose business office is identical with the registered office and who is a resident of Virginia and a member of the Virginia State Bar. -4- ARTICLE VII LIMIT ON LIABILITY AND INDEMNIFICATION 7.1 DEFINITIONS. For purposes of this Article the following definitions shall apply: (i) "CORPORATION" means this Corporation only and no predecessor entity or other legal entity; (ii) "EXPENSES" include counsel fees, expert witness fees, and costs of investigation, litigation and appeal, as well as any amounts expended in asserting a claim for indemnification; (iii) "LIABILITY" means the obligation to pay a judgment, settlement, penalty, fine, or other such obligation, including, without limitation, any excise tax assessed with respect to an employee benefit plan; (iv) "LEGAL ENTITY" means a corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; (v) "PREDECESSOR ENTITY" means a legal entity the existence of which ceased upon its acquisition by the Corporation in a merger or otherwise; and (vi) "PROCEEDING" means any threatened, pending, or completed action, suit, proceeding or appeal whether civil, criminal, administrative or investigative and whether formal or informal. 7.2 LIMIT ON LIABILITY. In every instance in which the Virginia Stock Corporation Act, as it exists on the date hereof or -5- may hereafter be amended, permits the limitation or elimination of liability of directors or officers of a corporation to the corporation or its shareholders, the directors and officers of this Corporation shall not be liable to the Corporation or its shareholders. 7.3 INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Corporation shall indemnify any individual who is, was or is threatened to be made a party to a proceeding (including a proceeding by or in the right of the Corporation) because such individual is or was a director or officer of the Corporation or because such individual is or was serving the Corporation, or any other legal entity in any capacity at the request of the Corporation while a director or officer of the Corporation, against all liabilities and reasonable expenses incurred in the proceeding except such liabilities and expenses as are incurred because of such individual's willful misconduct or knowing violation of the criminal law. Service as a director or officer of a legal entity controlled by the Corporation shall be deemed service at the request of the Corporation. The determination that indemnification under this Section 7.3 is permissible and the evaluation as to the reasonableness of expenses in a specific case shall be made, in the case of a director, as provided by law, and in the case of an officer, as provided in Section 7.4 of this Article; provided, however, that if a majority of the directors of the Corporation has changed after the date of the alleged conduct giving rise to a claim for indemnification, such determination and evaluation shall, at the option of the -6- person claiming indemnification, be made by special legal counsel agreed upon by the Board of Directors and such person. Unless a determination has been made that indemnification is not permissible, the Corporation shall make advances and reimbursements for expenses incurred by a director or officer in a proceeding upon receipt of an undertaking from such director or officer to repay the same if it is ultimately determined that such director or officer is not entitled to indemnification. Such undertaking shall be an unlimited, unsecured general obligation of the director or officer and shall be accepted without reference to such director's or officer's ability to make repayment. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent shall not of itself create a presumption that a director or officer acted in such a manner as to make such director or officer ineligible for indemnification. The Corporation is authorized to contract in advance to indemnify and make advances and reimbursements for expenses to any of its directors or officers to the same extent provided in this Section 7.3. 7.4 INDEMNIFICATION OF OTHERS. The Corporation may, to a lesser extent or to the same extent that it is required to provide indemnification and make advances and reimbursements for expenses to its directors and officers pursuant to Section 7.3, provide indemnification and make advances and reimbursements for expenses to its employees and agents, the directors, officers, employees and agents of its subsidiaries and predecessor entities, and any person -7- serving any other legal entity in any capacity at the request of the Corporation, and may contract in advance to do so. The determination that indemnification under this Section 7.4 is permissible, the authorization of such indemnification and the evaluation as to the reasonableness of expenses in a specific case shall be made as authorized from time to time by general or specific action of the Board of Directors, which action may be taken before or after a claim for indemnification is made, or as otherwise provided by law. No person's rights under Section 7.3 of this Article shall be limited by the provisions of this Section 7.4. 7.5 MISCELLANEOUS. The rights of each person entitled to indemnification under this Article shall inure to the benefit of such person's heirs, executors and administrators. Special legal counsel selected to make determinations under this Article may be counsel for the Corporation. Indemnification pursuant to this Article shall not be exclusive of any other right of indemnification to which any person may be entitled, including indemnification pursuant to a valid contract, indemnification by legal entities other than the Corporation and indemnification under policies of insurance purchased and maintained by the Corporation or others. However, no person shall be entitled to indemnification by the Corporation to the extent such person is indemnified by another, including an insurer. The Corporation is authorized to purchase and maintain insurance against any liability it may have under this Article or to protect any of the persons named above -8- against any liability arising from their service to the Corporation or any other legal entity at the request of the Corporation regardless of the Corporation's power to indemnify against such liability. The provisions of this Article shall not be deemed to preclude the Corporation from entering into contracts otherwise permitted by law with any individuals or legal entities, including those named above. If any provision of this Article or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall not affect other provisions or applications of this Article, and to this end the provisions of this Article are severable. 7.6 AMENDMENTS. No amendment, modification or repeal of this Article shall diminish the rights provided hereunder to any person arising from conduct or events occurring before the adoption of such amendment, modification or repeal. Dated: March 27, 1995 By: /s/ Sam Young Garrett --------------------------------- SAM YOUNG GARRETT, Incorporator -9- -10- EX-5 4 EXHIBIT 5 Exhibit 5 July 26, 1996 Crown Vantage Inc. 300 Lakeside Drive 14th Floor Oakland, California 94612 Ladies and Gentlemen: We 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 12, 1995, Registration No. 33-96854 (as amended, the "Registration Statement"). The Amendment will register 600,000 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. 1995 Incentive Stock Plan, formerly referred to as the "1995 Omnibus Stock Incentive Plan", which has been amended to change the name and to authorize the offering thereunder of such additional amount of securities (as amended, the "Plan"). In this capacity, we have examined the Amendment, the Plan, the records of corporate proceedings of Crown Vantage and such other materials as we have deemed necessary to the issuance of this opinion. On the basis of the foregoing, we are 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) We reaffirm our opinion regarding the Rights given to Crown Vantage's Board of Directors as confirmed in our letter of August 15, 1995, a copy of which is Crown Vantage Inc. July 26, 1996 Page 2 filed as Exhibit 5.1 to Crown Vantage's Registration Statement (No. 33-95736) on Form S-1. We 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/ MCGUIRE, WOODS, BATTLE & BOOTHE, L.L.P. EX-23.1 5 EXHIBIT 23.1 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, pertaining to the 1995 Crown Vantage Inc. 1995 Incentive Stock Plan (Formerly 1995 Omnibus Stock Incentive Plan), of our report dated February 23, 1996, on our audits of the consolidated financial statements of Crown Vantage Inc., as defined in Note 2 to such consolidated financial statements, as of December 31, 1995 and December 25, 1994, and for each of the three years in the period ended December 31, 1995, which report is incorporated by reference in Crown Vantage Inc.'s 1995 Annual Report on Form 10-K. /s/ COOPERS & LYBRAND L.L.P. Oakland, California August 1, 1996 -----END PRIVACY-ENHANCED MESSAGE-----