As filed with Securities and Exchange Commission on July 20, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CROWLEY, MILNER AND COMPANY
(Exact name of registrant as specified in its charter)
MICHIGAN 38-045910
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2301 W. Lafayette
Detroit, Michigan 48216-1891
(Address of principal executive offices, including zip code)
CROWLEY, MILNER AND COMPANY
1992 INCENTIVE STOCK PLAN
(Full title of the Plan)
Mark A. VandenBerg
Vice President-Finance, Treasurer and Secretary
2301 W. Lafayette
Detroit, Michigan 48216-1891
(313) 962-2400
(Name, address and telephone number,
including area code, of agent for service)
Copies to:
J. Michael Bernard
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243
CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Aggregate Registration
be Registered Registered Price Per Share* Offering Price* Fee
Common Stock 100,000 shares $4.38 $438,000 $151.03
* The price shown is the average of the high and low sale prices of the
Common Stock on the American Stock Exchange on July 14, 1995, in accordance
with Rule 457(h)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
In accordance with general Instruction E to Form S-8, Crowley, Milner and
Company (the "Company") hereby incorporates by reference the contents of its
Registration Statement on Form S-8 (Registration No. 33-48389) filed June 5,
1992.
Item 8. EXHIBITS
The following exhibits are filed with this registration statement:
4.1 Crowley, Milner and Company 1992 Incentive Stock Option Plan
(previously filed as Exhibit 4 to Registration Statement
on Form S-8, No. 33-48389, and incorporated herein b
reference)
4.2 Amendment No. 1 to the Crowley, Milner and Company 1992 Incentive Stock
Plan
5 Opinion of Dykema Gossett PLLC with respect to the legality of the
Common Stock to be registered hereunder
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Dykema Gossett PLLC (contained in Exhibit 5 hereto)
24 Power of Attorney (contained on signature page)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 the City of Detroit, State of Michigan on July
19, 1995.
CROWLEY, MILNER AND COMPANY
By: /S/ DENNIS P. CALLAHAN
Dennis P. Callahan
President (Principal Executive
Officer)
Each person whose signature appears below constitutes and appoints Mark
A. VandenBerg, his attorney-in-fact, each with power of substitution, for him,
in any and all capacities, to sign any amendments to this registration
statement (including post-effective amendments) and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each such attorney-in-fact or his substitute may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
indicated capacities as of July 19, 1995.
Signature Title
/S/ DENNIS P. CALLAHAN Director, President and Chief
Dennis P. Callahan Executive Officer (Principal
Executive Officer)
/S/ MARK A. VANDENBERG Vice President-Finance, Treasurer and
Mark A. VandenBerg Secretary (Principal Financial and
Accounting Officer)
/S/ ANDREW J. SOFFEL Director and Chairman of the Board
Andrew J. Soffel
Director
JoAnn S. Cousino
/S/ CARROLL E. EBERT Director
Carroll T. Ebert
/S/ ALFRED M. ENTENMAN, JR. Director
Alfred M. Entenman, Jr.
/S/ JOSEPH C. KEYS Director
Joseph C. Keys
/S/ RICHARD S. KEYS Director
Richard S. Keys
/S/ JULIUS L. PALLONE Director
Julius L. Pallone
/S/ PAUL R. RENTENBACH Director
Paul R. Rentenbach
/S/ JAMES L. SCHAYE, JR. Director
James L. Schaye, Jr.
INDEX TO EXHIBITS
Number Description
4.1 Crowley, Milner and Company 1992 Incentive Stock Plan (previously filed
as Exhibit 4 to Registration Statement on Form S-8, No. 33-48389, and
incorporated herein by reference)
4.2 Amendment No. 1 to the Crowley, Milner and Company 1992 Incentive Stock
Plan
5 Opinion of Dykema Gossett PLLC with respect to the legality of the
Common Stock to be registered hereunder
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Dykema Gossett PLLC (contained in Exhibit 5 hereto)
24 Power of Attorney (contained in signature page)