-----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, Qq/EhVeeE6y5NfNuu95QIbRNhzgo6MkQa0xZuD0DXONch+a+B/+fieoBl9zSac6a 2sIUP4FYnOFOZO496j3COw== 0000929624-98-001617.txt : 19981005 0000929624-98-001617.hdr.sgml : 19981005 ACCESSION NUMBER: 0000929624-98-001617 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19981002 EFFECTIVENESS DATE: 19981002 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 POS SEC ACT: SEC FILE NUMBER: 033-96788 FILM NUMBER: 98720224 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 POS 1 AMENDMENT NO. 3 TO FORM S-8 Registration No. 33-96788 As filed with the Securities and Exchange Commission on October 2, 1998 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- Amendment No. 3 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. 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
- ----------------------------------------------------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------------------------------------------------- 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 - -----------------------------------------------------------------------------------------------------------------------------------
(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. 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. 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. 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 2nd day of October, 1998. CROWN VANTAGE INC. By: /s/ ROBERT A. OLAH ------------------------------- Robert A. Olah Chief Executive Officer, President and Director 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 - ------------------------------ ------------------------ --------------- * Chairman and October 2, 1998 - ------------------------------ Ernest S. Leopold Director * Chief Executive Officer, October 2, 1998 - ------------------------------ Robert A. Olah President and Director (Principal Executive Officer) /s/ R. NEIL STUART Executive Vice President, October 2, 1998 - ------------------------------ R. Neil Stuart Chief Financial Officer (Principal Financial Officer) /s/ MICHAEL J. HUNTER Vice President, October 2, 1998 - ------------------------------ Michael J. Hunter Chief Accounting Officer (Principal Accounting Officer) * Director and October 2, 1998 - ------------------------------ George B. James Vice Chairman * Director October 2, 1998 - ------------------------------ Joseph T. Piemont * Director October 2, 1998 - ------------------------------ E. Lee Showalter * Director October 2, 1998 - ------------------------------ William D. Walsh * Director October 2, 1998 - ------------------------------ James S. Watkinson * Director October 2, 1998 - ------------------------------ Donna L. Weaver *By: /s/ CHRISTOPHER M. MCLAIN October 2, 1998 -------------------------- Christopher M. McLain Senior Vice President Attorney-in-fact
Signatures The Plan. Pursuant to the requirements of the Securities Act of 1933, the - --------- 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 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 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. EX-5 2 OPINION OF CHRISTOPHER M MCLAIN 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. 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 EX-23.1 3 CONSENT OF PRICE WATERHOUSE 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 EX-23.2 4 CONSENT OF ERNST & YOUNG 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 EX-23.3 5 CONSENT OF LEROY ACCOUNTANCY 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 EX-24 6 POWER OF ATTORNEY 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 - ------------------------ ------------------------- Ernest S. Leopold George B. James /s/ Joseph T. Piemont /s/ E. Lee Showalter - ------------------------ ------------------------- Joseph T. Piemont E. Lee Showalter /s/ William D. Walsh /s/ James S. Watkinson - ------------------------ ------------------------- William D. Walsh James S. Watkinson /s/ Donna L. Weaver /s/ Robert A. Olah - ------------------------ ------------------------- Donna L. Weaver Robert A. Olah -----END PRIVACY-ENHANCED MESSAGE-----