<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or 240.14a-12
</TABLE>
American Vantage Companies
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
AMERICAN VANTAGE COMPANIES
6787 West Tropicana, Suite 200
Las Vegas, Nevada 89103
(702) 227-9800
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
APRIL 27, 1998
To the Stockholders of American Vantage Companies:
You are cordially invited to attend the Annual Meeting (the "Annual
Meeting") of the Stockholders of American Vantage Companies, which will be held
at the Treasure Island Hotel & Casino (2nd Floor Convention Level), 3300 Las
Vegas Boulevard, South, Las Vegas, Nevada 89109, at 10:00 a.m., Pacific time, on
April 27, 1998, to consider and act upon the following matters:
(1) To elect two Class A Directors of the Company to serve for the ensuing
three years or until their successors are duly elected and qualified.
(2) To ratify the appointment of Bradshaw, Smith & Co. as the Company's
independent public accountants for the year ended July 31, 1998.
(3) To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
Only stockholders of record at the close of business on March 2, 1998
will be entitled to notice of, and to vote at, the Annual Meeting or any
adjournments thereof.
Date: March 16, 1998 By Order of the Board of Directors,
Las Vegas, Nevada Roy K. Keefer, Secretary
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY CARD, WHICH IS SOLICITED BY THE BOARD OF
DIRECTORS OF THE COMPANY, AND RETURN IT TO THE COMPANY IN THE ENCLOSED POSTAGE
PAID ENVELOPE. THE PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED.
STOCKHOLDERS EXECUTING PROXIES MAY ATTEND THE MEETING AND VOTE IN PERSON SHOULD
THEY SO DESIRE.
<PAGE> 3
AMERICAN VANTAGE COMPANIES
6787 West Tropicana, Suite 200
Las Vegas, Nevada 89103
(702) 227-9800
PROXY STATEMENT
Annual Meeting of Stockholders
April 27, 1998
These proxy materials are furnished in connection with the solicitation
of proxies by the Board of Directors of American Vantage Companies, a Nevada
corporation (the "Company"; the term "Company" also includes the subsidiaries of
the Company), for use at the Annual Meeting of Stockholders of the Company and
for any adjournment or adjournments thereof (the "Annual Meeting"), to be held
at the Treasure Island Hotel & Casino (2nd Floor Convention Level), 3300 Las
Vegas Boulevard, South, Las Vegas, Nevada 89109, at 10:00 a.m., Pacific time, on
April 27, 1998, for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. A Board of Directors' proxy (the "Proxy") for the
Annual Meeting is enclosed herewith, by means of which you may indicate your
votes as to each of the proposals described in this Proxy Statement.
All Proxies which are properly completed, signed and returned to the
Company prior to the Annual Meeting, and which have not been revoked, will be
voted in accordance with the stockholder's instructions contained in such Proxy.
Shares represented by proxies which are marked "abstain" for Item 2 on the proxy
card and proxies which are marked to deny discretionary authority on all other
matters will not be included in the vote totals, and therefore will have no
effect on the vote. In addition, where brokers are prohibited from exercising
discretionary authority for beneficial owners who have not provided voting
instructions (commonly referred to as "broker non-votes"), those shares will not
be included in the vote totals. The affirmative vote by holders of a plurality
of the Common Stock represented at the Annual Meeting is required for the
election of Directors. The vote of a majority of the Common Stock represented
and voting on the question is required for the ratification of Bradshaw, Smith &
Co. as the Company's independent public accountants. If no specification is
made, shares represented by such Proxy will be voted FOR the election of the
nominees for Director as set forth herein and FOR the ratification of the
appointment of Bradshaw, Smith & Co. as the Company's independent public
accountants.
The Board of Directors anticipates that its nominees will be available
for election and does not know of any other matter that may be brought before
the Annual Meeting. In the event that any other matter shall come before the
Annual Meeting or a nominee is not available for election, the persons named in
the enclosed Proxy will have discretionary authority to vote all Proxies not
marked to the contrary with respect to such matter in accordance with their best
judgment.
A stockholder may revoke his or her Proxy at any time before it is
exercised by filing with the Secretary of the Company at its executive offices
in Las Vegas, Nevada, either a written notice of revocation or a duly executed
Proxy bearing a later date, or by appearing in person at the Annual Meeting and
expressing a desire to vote his or her shares in person. All costs of this
solicitation are to be borne by the Company.
A list of stockholders entitled to vote at the Annual Meeting will be
open to examination by any stockholder, for any purpose germane to the meeting,
at the executive offices of the Company, 6787 West Tropicana, Suite 200, Las
Vegas, Nevada 89103, during ordinary business hours for ten days prior to the
Annual Meeting. Such list shall also be available during the Annual Meeting.
This Proxy Statement, the accompanying Notice of Annual Meeting of
Stockholders, the Proxy and the 1997 Annual Report to Stockholders are expected
to be mailed, to stockholders of record on March 2, 1998, commencing on March
16, 1998.
<PAGE> 4
VOTING SECURITIES
The record date fixed for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting or any adjournment or adjournments
thereof is March 2, 1998. As of that date, the Company had outstanding
15,145,863 shares of Common Stock, the only outstanding voting securities of the
Company. Stockholders are entitled to one vote for each share owned upon all
matters to be considered at the Annual Meeting.
The following table sets forth, as of March 2, 1998, certain
information concerning those persons known to the Company to be the beneficial
owners (as such term is defined in Rule 13d-3 under the Securities Exchange Act
of 1934 (the "Exchange Act") of more than five (5%) percent of the outstanding
shares of Common Stock of the Company); the number of shares of Common Stock of
the Company beneficially owned by all Directors of the Company, individually, by
each officer named in the Summary Compensation Table and by all Directors and
executive officers of the Company as a group and the percentage of outstanding
shares of Common Stock beneficially owned by each:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENTAGE
BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) OF CLASS (2)
<S> <C> <C>
Ronald J. Tassinari (3) 2,246,456 (4) 14.8%
Audrey K. Tassinari (3) 1,346,479 (5) 8.9%
Roy K. Keefer (3) 619,000 (6) 4.1%
Jeanne Hood 150,000 (7) 1.0%
2316 Timberline Way
Las Vegas, NV 89117
Jay H. Brown 1,183,023 (8) 7.8%
520 South Fourth Street
Las Vegas, NV 89101
Steven G. Barringer
520 South Fourth Street
Las Vegas, NV 89101
All Officers and Directors 4,185,969 (9) 27.6%
as a group (4 persons)
</TABLE>
- - -------------
(1) Unless otherwise noted, all shares are beneficially owned and the sole
voting and investment power is held by the persons indicated.
(2) Based on 15,145,863 shares outstanding as of March 2, 1998.
(3) This person's address is c/o the Company, 6787 West Tropicana, Suite
200, Las Vegas, NV 89103.
(4) Includes 11,094 shares owned of record by Mr. Tassinari as custodian
for his son, 174,966 shares owned by the Tassinari Family Trust, 1,000
shares owned jointly with Audrey K. Tassinari, his wife, and 1,314,000
shares issuable upon exercise of stock options. Such shares exclude the
following shares as to which Mr. Tassinari disclaims beneficial
ownership: 1,116,361 shares of Common Stock beneficially owned by
Audrey K. Tassinari, Mr. Tassinari's wife. If such excluded shares were
included, Mr. Tassinari would be deemed to hold 24% of the Common
Stock.
(5) Includes 174,966 shares owned by the Tassinari Family Trust, 1,000
shares owned with Ronald J. Tassinari, her husband, and an aggregate of
732,000 shares issuable upon exercise of stock options. In addition,
such shares exclude the following shares as to which Mrs. Tassinari
disclaims beneficial ownership: 1,989,247 shares of Common Stock
beneficially owned by Ronald
2
<PAGE> 5
J. Tassinari, Mrs. Tassinari's husband. If such excluded shares were
included, Mrs. Tassinari would be deemed to hold 24% of the Common
Stock.
(6) Includes 557,000 shares underlying incentive stock options.
(7) Includes 120,000 shares underlying incentive stock options.
(8) Includes an aggregate of 66,666 shares of Common Stock and 330,741
Warrants beneficially owned by Mr. Brown's son and 100,616 shares of
Common Stock beneficially owned in joint tenancy by Mr. & Mrs. Brown.
(9) Includes options to purchase an aggregate of 2,713,000 shares of Common
Stock referred to in notes 4, 5, 6 and 7 above.
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Board of Directors consists of six persons. Ronald J.
Tassinari and Audrey K. Tassinari, both Class A Directors, are standing for
re-election to a term of three years ending in 2001 or until his or her
successor is elected and qualified. Roy K. Keefer serves as a Class B Director
for a term expiring in 2000, and Jeanne Hood and Steven G. Barringer, the Class
C Directors serve for a term expiring 1999. Mr. Barringer was selected by the
Board of Directors on February 6, 1998, to fill and serve for the unexpired term
of a Class C vacancy on the board. There is one Class B vacancy on the board
which the remaining Directors have authority to fill prior to the next Class B
election expected in 2000. No vote is being taken on the re-election of the
Class B and Class C Directors at this Annual Meeting. It is intended that the
accompanying form of Proxy will be voted FOR the election of the Class A
nominees as Directors unless the Proxy contains contrary instructions. Proxies
which abstain and do not direct the Proxy holders to vote for or withhold
authority in the matter of electing Directors will be voted FOR the election of
such persons as Directors. Proxies cannot be voted for a greater number of
persons than the number of nominees named in the Proxy Statement.
Management believes that the nominees will be able to serve as
Directors. However, in the event that a nominee or nominees should become unable
or unwilling to serve as Directors, the Proxy will be voted for the election of
such persons as shall be designated by the Directors.
The persons listed in the table below are all currently serving as
Directors of the Company.
<TABLE>
<CAPTION>
YEAR FIRST BECAME
NAME AND AGE POSITIONS A DIRECTOR
<S> <C> <C>
Ronald J. Tassinari (53) President, Chief Executive Officer 1979
and Director (Class A)
Audrey K. Tassinari (58) Executive Vice President and Director 1985
(Class A)
Roy K. Keefer (52) Chief Financial Officer, 1992
Secretary/Treasurer and Director
(Class B)
Jeanne Hood (69) Director (Class C) 1994
Steven G. Barringer (42) Director (Class C) 1998
</TABLE>
All Directors are elected to serve for three years, or until their
successors are elected and qualified (except that at least twenty five percent
of all Directors must be elected in each year). Officers serve at the discretion
of the Board of Directors subject to any contracts of employment. The Board of
Directors has an Audit Committee to review auditing issues and to assist in the
selection of independent auditors and a Compensation Committee to review
compensation paid to officers, Directors and employees. Jeanne Hood and Steven
G. Barringer serve as the members of both committees. The Board of Directors
does not have a nominating committee.
3
<PAGE> 6
Ronald J. Tassinari has been President and a Director of the Company
since its inception in August 1979.
Audrey K. Tassinari has been a Director of the Company since March 1985
and Executive Vice President since April 1986. Mrs. Tassinari is the wife of
Ronald J. Tassinari, the Company's President.
Roy K. Keefer has been Chief Financial Officer and Secretary/Treasurer
of the Company since April 1992 and has been a Director since December 1992.
Jeanne Hood has been a Director of the Company since February 1994.
Since February 1994, Ms. Hood has served as a gaming consultant to the Company.
See "Certain Relationships and Related Transactions." From 1985 to 1993, Ms.
Hood served as President and Chief Executive Officer of Elsinore Corporation, a
publicly traded gaming company, and of Four Queens, Inc., a wholly-owned
subsidiary of Elsinore Corporation, which owned and operated the Four Queens
Hotel Casino in Las Vegas, Nevada.
Steven G. Barringer, who was selected on February 6, 1998, to fill a
vacancy on the Board of Directors, is a member of the law firm of Singer, Brown
& Barringer, Las Vegas, Nevada practicing natural resources and environmental
law. Before forming Singer, Brown & Barringer in January 1996, Mr. Barringer was
a member of the law firm of Holland & Hart, Washington, D.C. prior to 1993. Mr.
Barringer is a member of the District of Columbia, Colorado and Nevada Bars.
The Company held six meetings of the Board of Directors during the
fiscal year ended July 31, 1997. Each member of the Board of Directors attended
each meeting held during the period such person served as a Director, either in
person or telephonically.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth all compensation awarded to, earned by,
or paid for all services rendered to the Company during the last three fiscal
years by the Company's Chief Executive Officer and all other executive officers
whose total compensation exceeded $100,000 in those years.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
AWARDS
NAME AND RESTRICTED
PRINCIPAL OTHER ANNUAL STOCK
POSITION YEAR SALARY ($) BONUS ($) COMPENSATION AWARD(S)($) OPTIONS
<S> <C> <C> <C> <C> <C> <C>
Ronald J. 1997 $417,988 $230,000 $70,281 (1) 0 400,000 (2) (5)
Tassinari, Chief
Executive 1996 $375,695 $270,000 $58,905 (1) 0 400,000 (2) (5)
Officer and
President 1995 $245,425 (3) $135,000 $40,517 (1) 0 764,000 (4) (5)
Audrey K. 1997 $153,621 $110,000 $55,840 (1) 0 250,000 (2) (5)
Tassinari,
Executive Vice 1996 $132,887 $130,000 $42,392 (1) 0 250,000 (2) (5)
President
1995 $100,440 (3) $ 82,500 $40,869 (1) 0 382,000 (6) (5)
Roy K. Keefer, 1997 $127,768 $ 25,500 $46,599 (1) 0 150,000 (7) (5)
Chief Financial
Officer 1996 $124,393 $ 60,000 $47,029 (1) 0 150,000 (7) (5)
1995 $112,751 $ 40,000 $32,290 (1) 0 407,000 (8) (5)
</TABLE>
- - -------------
4
<PAGE> 7
(1) This amount includes, but is not limited to: Directors fees;
disability, life and medical insurance premiums; automobile payments
and pension plan payments.
(2) Represents options which were granted in October 1995 at an exercise
price of $1.75 per share, canceled and re-granted in October 1996 at
$1.375 per share.
(3) This amount does not include $12,500 in Casino Board of Directors fees
paid to this person in Fiscal 1995.
(4) Includes options to purchase 500,000 shares which were granted in
December 1993 at $1.54 per share, canceled and re-granted in November
1994 at $.76 per share.
(5) The Board re-granted such options at a price closer to the fair market
value of the Company's Common Stock in order to provide a better
incentive to these officers.
(6) Includes options to purchase 250,000 shares which were granted in
December 1993 at $1.54 per share, canceled and re-granted in November
1994 at $.76 per share.
(7) Represents options which were granted in October 1995 at an exercise
price of $1.75 per share, cancelled and regranted in October 1996 at
$1.25 per share.
(8) Includes options to purchase 275,000 shares which were granted in
December 1993 at $1.40 per share, canceled and re-granted in November
1994 at $.69 per share.
OPTION GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)
<TABLE>
<CAPTION>
SHARES % OF TOTAL OPTIONS
UNDERLYING GRANTED TO EMPLOYEES EXERCISE OR BASE EXPIRATION
NAME OPTIONS GRANTED (#) IN FISCAL YEAR PRICE ($/SH) DATE
<S> <C> <C> <C> <C>
Ronald J. Tassinari 400,000 50% $1.38 10/09/01
Audrey K. Tassinari 250,000 31% $1.38 10/09/01
Roy K. Keefer 150,000 19% $1.25 10/09/01
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES TABLE
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NO. OF UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FY-END (#) AT FY-END ($)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED UNEXERCISABLE UNEXERCISABLE (1)
<S> <C> <C> <C> <C>
Ronald J. Tassinari 350,000 $87,500 1,226,000/ $225,241/
88,000 $21,120
Audrey K. Tassinari 150,000 $37,500 688,000/ $253,624/
44,000 $10,560
Roy K. Keefer 0 $0 563,000/ $136,030/
44,000 $13,640
</TABLE>
- - ------------
(1) The closing price for the Company's Common Shares on July 31, 1997 was
$1.00 per share.
5
<PAGE> 8
DIRECTORS FEES
Directors receive $15,000 per annum for meetings of the Board of
Directors. They are also compensated for expenses incurred in attending the
meetings. Certain of the Company's Directors have received stock options from
the Company. See "Certain Relationships and Related Transactions."
EMPLOYMENT AGREEMENTS
On July 20, 1995, the Company entered into substantially similar
employment agreements with Ronald J. Tassinari, to serve as the Company's Chief
Executive Officer and President, Audrey K. Tassinari, to serve as the Company's
Executive Vice President, and Roy K. Keefer to serve as the Company's Chief
Financial Officer (collectively, the "Employees"). The employment agreements
provide for a term which concludes on March 31, 2002. The agreements provide for
annual salaries of $400,000, $150,000, and $125,000, respectively, for Mr.
Tassinari, Mrs. Tassinari and Mr. Keefer. The agreements further provide that
the Employees are entitled to receive minimum annual increases in their salaries
every December equal to the greater of (i) the annual increases provided to the
Company's other salaried executives or (ii) the increase in the Annual Average
All Items Index of the U.S. City Average Consumer Price Index. Under the
agreements, the Employees are entitled to receive incentive stock options under
the Company's stock option plans, and the Company is required to reimburse
Employees for their personal legal and financial consulting expenses, subject to
a maximum of three percent of their prior calendar year's base salary. Mr.
Tassinari is entitled to a term life insurance policy with a minimum death
benefit of $2,000,000, payable to a beneficiary of Mr. Tassinari's designation.
Mrs. Tassinari and Mr. Keefer are entitled to policies with $1,500,000 and
$1,000,000 minimum death benefits, respectively, payable to beneficiaries of
their designation. The Company has agreed to provide the Employees with an
automobile allowance or, in lieu thereof, will pay them an equal monthly cash
stipend. In the event that the Company requires the Employee to relocate from
Las Vegas, Nevada, the Company has agreed to pay their relocation expenses and
to provide second mortgages on their new permanent residences of up to $100,000.
The employment agreements also provide for indemnification of the Employees in
connection with their service to the Company.
If the employment of any of the Employees is terminated by reason of
death, the Company shall pay the balance of the monies due under the agreement
to the estate of the deceased Employee. If the employment of any of the
Employees is terminated by reason of disability, the Employee shall be entitled
to one year of severance pay at full salary and then severance pay at half
salary for the remainder of the term. If any of the Employees are terminated
without cause, or the Employees terminate their own employment following: (a) a
change in control (as defined below); (b) a significant change in the Employee's
duties under the agreements; (c) a removal of the Employee from the positions or
offices set forth in the agreements; (d) a substantial reduction in
compensation, unless all senior executives receive comparable reductions; (e) a
breach by the Company of the relocation provisions set forth in the agreements;
(f) the refusal of a successor to the Company to assume the Company's
obligations under the agreements; (g) a relocation of the Company's executive
offices without the Employee's consent; (h) a failure by the Company to increase
the Employee's salary; or (i) the Employee remains employed following a change
in control, but then resigns within two years, then the Company shall pay as
liquidated damages, or severance pay, or both to the Employee on the fifth day
following the termination date, a lump sum equal to the product of (i) an amount
equal to the sum of the annual base salary in effect as of the termination date
plus any incentive compensation most recently paid or payable to the Employees,
multiplied by (ii) two and ninety-nine one hundredths (2.99), (iii) plus any and
all accrued salary, accrued vacation pay and accrued bonus in addition to any
other consideration due under the agreements. In addition, the agreements
provide that in the event that an Employee terminates his or her employment
following a change in control, the Company shall make a cash payment on the last
day after such termination to the Employee in an amount equal to the excess, if
any, of (1) the number of options then held by the Employee which have not
terminated other than as a result of termination of employment multiplied by the
market price of the Company's common stock as of the date of termination, over
(2) the aggregate exercise price for all options then held by the Employee.
6
<PAGE> 9
For purposes of the employment agreements, a "change in control of the
Company" shall be deemed to have occurred if (i) a third person becomes the
beneficial owner (as such term is defined in Rule 13d-3 promulgated pursuant to
the Securities Exchange Act of 1934, as amended (the "Act")) of the securities
of the Company having twenty percent (20%) or more of the combined voting power
of all classes of the Company's securities entitled to vote in an election of
Directors of the Company; (ii) there occurs a tender offer or exchange offer by,
a merger or other business combination with, or a sale of substantially all of
the assets of the Company to any third Person; (iii) a stockholder or
stockholders holding five percent (5%) or more of the outstanding common stock
of the Company proposes a reconstitution of additions to or deletions from the
Board and as a result, obtains a majority thereof; or (iv) during any period of
two consecutive years during the term of the agreements, individuals who at the
beginning of such period constitute the Board cease for any reason other than
death or disability to constitute at least a majority thereof.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Jeanne Hood, a Director of the Company, has provided consulting
services to the Company since February 1994. She has been compensated at the
rate of $6,000 per month for such services.
On November 23, 1994, the Board of Directors granted stock options to
Robert J. Michaels, Jeanne Hood and Douglas R. Sanderson, Directors or former
Directors of the Company, to purchase 50,000, 30,000 and 12,500 shares of Common
Stock, respectively. The options were immediately exercisable at $.69 per share
in recognition of prior services rendered to the Company. All of the options
were exercised after July 31, 1997 and prior to December 31, 1997.
On October 19, 1995, the Board of Directors granted stock options to
Robert J. Michaels, Jeanne Hood and Douglas R. Sanderson, Directors of the
Company, to purchase 50,000, 100,000 and 15,000 shares of Common Stock,
respectively. The options were immediately exercisable at $1.75 per share in
recognition of prior services rendered to the Company and expire on October 18,
2005. These options were re-granted on October 7, 1996 to Ms. Hood and Mr.
Sanderson at an exercise price of $1.25 per share.
On October 19, 1995, the Board of Directors granted stock options to
Ronald J. Tassinari, Audrey K. Tassinari and Roy K. Keefer, each an Officer and
Director of the Company, to purchase 400,000, 250,000 and 150,000 shares of
Common Stock, respectively. The options were immediately exercisable at $1.75
per share in recognition of prior services rendered to the Company and expire on
October 18, 2005. On October 7, 1996, the foregoing options were canceled and
re-granted at an exercise price of $1.25 per share for Mr. Keefer and $1.38 per
share for the Tassinaris.
On August 8, 1996, the Company loaned $130,000 to Ronald J. Tassinari,
the Company's President and a Director. Such amount was repaid on October 29,
1996, together with interest of $2,993, which had been accrued at the rate of
ten and one-quarter percent (10.25%) per annum.
See "Executive Compensation" for the terms of certain stock options and
Employment Agreements between the Company and Ronald J. Tassinari, Audrey K.
Tassinari and Roy K. Keefer, each a Director and officer of the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Form 5's were
required for those persons, the Company believes that, during the period from
August 1, 1996 through July 31, 1997, all filing requirements applicable to its
officers, Directors and greater than ten percent beneficial owners were complied
with.
7
<PAGE> 10
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS
VOTE "FOR" THE NOMINEES LISTED IN THE FOREGOING PROPOSAL 1.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Bradshaw, Smith & Co., independent
public accountants, to continue as the Company's auditors and to audit the books
of account and other records of the Company for the fiscal year ending July 31,
1998. Bradshaw, Smith & Co., Las Vegas, Nevada has audited the Company's
financial statements since the fiscal year ended July 31, 1993. They have no
financial interests, either direct or indirect, in the Company. Representatives
of Bradshaw, Smith & Co. are expected to be present at the Annual Meeting to
respond to appropriate questions from stockholders and to make a statement if
they desire to do so.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS
VOTE "FOR" THE FOREGOING PROPOSAL 2.
OTHER MATTERS
The Board of Directors is not aware of any business to be presented at
the Annual Meeting except the matters set forth in the Notice and described in
this Proxy Statement. Unless otherwise directed, all shares represented by Board
of Directors' Proxies will be voted in favor of the proposals of the Board of
Directors described in this Proxy Statement. If any other matters come before
the Annual Meeting, the persons named in the accompanying Proxy will vote on
those matters according to their best judgment.
EXPENSES
The entire cost of preparing, assembling, printing and mailing this
Proxy Statement, the enclosed Proxy and other materials, and the cost of
soliciting Proxies with respect to the Annual Meeting, will be borne by the
Company. The Company will request banks and brokers to solicit their customers
who beneficially own shares listed of record in names of nominees, and will
reimburse those banks and brokers for the reasonable out-of-pocket expenses of
such solicitations. The original solicitation of Proxies by mail may be
supplemented by telephone and telegram by officers and other regular employees
of the Company, but no additional compensation will be paid to such individuals.
STOCKHOLDER PROPOSALS
No person who intends to present a proposal for action at a forthcoming
stockholders' meeting of the Company may seek to have the proposal included in
the proxy statement or form of proxy for such meeting unless that person (a) is
a record beneficial owner of at least 1% or $1,000 in market value of shares of
Common Stock, has held such shares for at least one year at the time the
proposal is submitted, and such person shall continue to own such shares through
the date on which the meeting is held, (b) provides the Company in writing with
his name, address, the number of shares held by him and the dates upon which he
acquired such shares with documentary support for a claim of beneficial
ownership, (c) notifies the Company of his intention to appear personally at the
meeting or by a qualified representative under Nevada law to present his
proposal for action, and (d) submits his proposal timely. A proposal to be
included in the proxy statement or proxy for the Company's next annual meeting
of stockholders, will be submitted timely only if the proposal has been received
at the Company's principal executive office no later than October 27, 1998. If
the date of such meeting is changed by more than 30
8
<PAGE> 11
calendar days from the date such meeting is scheduled to be held under the
Company's By-Laws, or if the proposal is to be presented at any meeting other
than the next annual meeting of stockholders, the proposal must be received at
the Company's principal executive office at a reasonable time before the
solicitation of proxies for such meeting is made.
Even if the foregoing requirements are satisfied, a person may submit
only one proposal with a supporting statement of not more than 500 words. If the
latter is requested by the proponent for inclusion in the proxy materials, and
under certain circumstances enumerated in the Securities and Exchange
Commission's rules relating to the solicitation of proxies, the Company may be
entitled to omit the proposal and any statement in support thereof from its
proxy statement and form of proxy.
AVAILABLE INFORMATION
Copies of the Company's Annual Report on Form 10-KSB for the fiscal
year ended July 31, 1997 as filed with the Securities and Exchange Commission,
including the financial statements, can be obtained without charge by
stockholders (including beneficial owners of the Company's Common Stock) upon
written request to Roy K. Keefer, the Company's Secretary, American Vantage
Companies, 6787 West Tropicana, Suite 200, Las Vegas, Nevada 89103 or on the
Commission's Web Site at www.sec.gov.
BY ORDER OF THE BOARD OF DIRECTORS
March 16, 1998 Roy K. Keefer
Las Vegas, Nevada Secretary
9
<PAGE> 12
AMERICAN VANTAGE COMPANIES
6787 WEST TROPICANA, SUITE 200
LAS VEGAS, NEVADA 89103
PROXY
The undersigned, a holder of Common Stock of AMERICAN VANTAGE COMPANIES, a
Nevada corporation (the "Company"), hereby appoints Ronald J. Tassinari and Roy
K. Keefer, and each of them, the proxies of the undersigned, each with full
power of substitution, to attend, represent and vote for the undersigned, all of
the shares of the Company which the undersigned would be entitled to vote, at
the Annual Meeting of Stockholders of the Company to be held on April 27, 1998
and any adjournments thereof, as follows:
1. ELECTION OF DIRECTORS, as provided in the Company's Proxy Statement:
[ ] FOR the nominees listed below. [ ] WITHHOLD AUTHORITY to
vote for the nominee listed below.
(Instructions: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH OR OTHERWISE STRIKE OUT HIS OR HER NAME BELOW)
Ronald J. Tassinari Audrey K. Tassinari
2. TO RATIFY THE APPOINTMENT OF BRADSHAW, SMITH & CO., AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE YEAR ENDED JULY 31, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENTS THEREOF.
The undersigned hereby revokes any other proxy to vote at such Annual Meeting.
(Continued, and to be signed, on other side)
<PAGE> 13
(Continued from other side)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS HEREON. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF THE DIRECTORS NAMED IN PROPOSAL 1, FOR THE ADOPTION OF PROPOSAL 2
AND AS SAID PROXIES SHALL DEEM ADVISABLE ON SUCH OTHER BUSINESS AS MAY COME
BEFORE THE MEETING. EACH MATTER ABOVE WAS PROPOSED BY THE BOARD OF DIRECTORS.
The undersigned acknowledges receipt of a copy of the Notice of Annual Meeting
and accompanying Proxy Statement dated March 16, 1998 relating to the Annual
Meeting, and the 1997 Annual Report to Stockholders.
Date:___________________, 1998______
____________________________________
____________________________________
Signature(s) of Stockholder(s)
The signature(s) hereon should
correspond exactly with the name(s)
of the Stockholder(s) appearing on
the Stock Certificate. If stock is
jointly held, all joint owners should
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such. If signer is a corporation,
please sign the full corporate name,
and give title of signing officer.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF AMERICAN VANTAGE COMPANIES.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
