Registration No. 33-96788 As filed with the Securities and Exchange Commission on May 2, 1997 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. 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) ------------- 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 - -------------------------------------------------------------------------------------------------------------------------------- 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 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 - -------------------------------------------------------------------------------------------------------------------------------- (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. 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 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 ----------------------------- Ernest S. Leopold Chairman, President and Chief Executive Officer 3 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 ------------------------------ Christopher M. McLain Senior Vice President Attorney-in-fact 4 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