As filed with Securities and Exchange Commission on May 8, 1997
Registration No. 333-
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 38-0454910
(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)
John R. Dallacqua
Vice President-Finance, Chief Financial Officer,
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. Darrel Barros
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 $9.37 $937,500 $284.09
* The price shown is the average of the high and low sale prices of the
Common Stock on the American Stock Exchange on May 2, 1997, 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 Statements on Form S-8, filed June 5, 1992 (Registration No.
33-48389) and July 20, 1995 (Registration No. 33-61203).
Item 8. EXHIBITS
The following exhibits are filed with this registration statement:
4.0 Crowley, Milner and Company 1992 Incentive Stock Plan (previously
filed as Exhibit 4 to the Registration Statement on Form S-8
(Registration No. 33-48389) and incorporated herein by reference).
4.1 Amendment No. 1 to the Crowley, Milner and Company 1992 Incentive
Stock Plan (previously filed as Exhibit 4.1 to the Registration
Statement on Form S-8 (Registration No. 33-61203) and incorporated
herein by reference).
4.2 Amendment No. 2 to the Crowley, Milner and Company 1992 Incentive
Stock Plan (filed herewith).
5 Opinion of Dykema Gossett PLLC with respect to the legality of the
Common Stock to be registered hereunder (filed herewith).
23.1 Consent of Ernst & Young LLP, independent auditors (filed herewith).
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 May
8, 1997.
CROWLEY, MILNER AND COMPANY
By: /S/ DENNIS P. CALLAHAN
Dennis P. Callahan
President (Principal Executive
Officer)
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
John R. Dallacqua, 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 on May 8, 1997.
Signature Title
/S/ DENNIS P. CALLAHAN Director, President and Chief
Dennis P. Callahan Executive Officer (Principal
Executive Officer)
/S/ JOHN R. DALLACQUA Vice President-Finance, Chief Financial
John R. Dallacqua Officer, Treasurer and Secretary
(Principal Financial and Accounting
Officer)
/S/ JoANN S. COUSINO Director
JoAnn S. Cousino
/S/ CARROLL E. EBERT Director
Carroll E. 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/ BENTON E. KRANER Director
Benton E. Kraner
/S/ JULIUS L. PALLONE Director
Julius L. Pallone
/S/ PAUL R. RENTENBACH Director
Paul R. Rentenbach
James L. Schaye, Jr. Director
/S/ JEROME L. SCHOSTAK Director
Jerome L. Schostak
Andrew J. Soffel Director
EXHIBIT INDEX
Number Description
4.2 Amendment No. 2 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)