<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
MAY 24, 1999
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 Mandalay Bay Resort & Casino (Convention Center), 3950 Las Vegas
Boulevard South, Las Vegas, Nevada 89193, at 10:00 a.m., Pacific time, on May
24, 1999, to consider and act upon the following matters:
(1) To elect two Class C 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, 1999.
(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 29, 1999
will be entitled to notice of, and to vote at, the Annual Meeting or any
adjournments thereof.
Date: April 12, 1999 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 -- May 24, 1999
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"), 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 Mandalay Bay Resort & Casino (Convention Center),
3950 Las Vegas Boulevard South, Las Vegas, Nevada 89193, at 10:00 a.m., Pacific
time, on May 24, 1999, 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 1998 Annual Report to Stockholders are expected
to be mailed, to stockholders of record on March 29, 1999, commencing on April
12, 1999.
<PAGE> 4
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Board of Directors consists of six persons. Jeanne Hood and
Steven G. Barringer, both Class C Directors, are standing for re-election to a
term of three years ending in 2002 or until his or her successor is elected and
qualified. Ronald J. Tassinari and Audrey K. Tassinari, both Class A Directors,
serve for a term expiring in 2001. Roy K. Keefer serves as a Class B Director
for a term expiring in 2000. 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 A and
Class B Directors at this Annual Meeting. It is intended that the accompanying
form of Proxy will be voted FOR the election of the Class C 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.
Set forth below are the names of all the directors and executive officers
of the Company along with certain information relating to the business
experience of each of the listed officers and directors.
<TABLE>
<CAPTION>
Name Age Position
- - ---- --- --------
<S> <C> <C>
Ronald J. Tassinari 55 Chief Executive Officer, President and Director
Audrey K. Tassinari 60 Executive Vice President and Director
Roy K. Keefer 54 Chief Financial Officer,
Secretary/Treasurer and Director
Jeanne Hood 72 Director
Steven G. Barringer 43 Director
</TABLE>
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 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 and a Compensation Committee, each comprised of
Jeanne Hood and Steven G. Barringer. The Board of Directors does not have a
nominating committee. See "Executive Compensation."
Ronald J. Tassinari has been Chief Executive Officer, 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 a Vice President since April 1986. Mrs. Tassinari is the wife of Ronald J.
Tassinari, the Company's President.
-2-
<PAGE> 5
Roy K. Keefer has been Chief Financial Officer and Secretary/Treasurer of
the Company since April 1992. Mr. Keefer has been a Director of the Company
since December 1992.
Jeanne Hood has been a Director of the Company since February 1994, as
well as serving 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 subsidiary owns and operates the Four Queens Hotel Casino in
Las Vegas, Nevada.
Steven G. Barringer has been a Director since February 1998. He is a
member of the law firm of Singer, Brown and Barringer, Las Vegas, Nevada,
practicing natural resources and environmental law. Before forming Singer, Brown
and Barringer in January 1996, Mr. Barringer was a member of the law firm of
Holland & Hart, Washington D.C.
The Company held seven meetings of the Board of Directors during the
fiscal year ended July 31, 1998. 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.
The Board of Directors has the following committees: the Compensation
Committee (comprised of Steven G. Barringer, Chairperson, and Jeanne Hood) and
the Audit Committee (comprised of Jeanne Hood, Chairperson, and Steven G.
Barringer).
The Compensation Committee is charged with periodically reviewing the
compensation of the Company's officers and employees and recommending
appropriate adjustments. The Compensation Committee met one time during the
fiscal year ended July 31, 1998.
The Audit Committee recommends engagement of the Company's independent
accountants and is primarily responsible for reviewing their performance and
their fees and for reviewing and evaluating with the independent auditors and
management the Company's accounting policies and its system of internal
controls. The Audit Committee met two times during the fiscal year ended July
31, 1998.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE
"FOR" THE NOMINEES LISTED IN THE FOREGOING PROPOSAL 1
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 29, 1999. As of that date, the Company had outstanding
15,118,968 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 29, 1999, 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
-3-
<PAGE> 6
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 2,338,874 (3) 15.5%
6787 West Tropicana, Suite 200
Las Vegas, NV 89103
Audrey K. Tassinari 1,820,002 (4) 12.0%
6787 West Tropicana, Suite 200
Las Vegas, NV 89103
Roy K. Keefer 619,000 (5) 4.1%
6787 West Tropicana, Suite 200
Las Vegas, NV 89103
Jeanne Hood 150,000 (6) 1.0%
2316 Timberline Way
Las Vegas, NV 89117
Jay H. Brown 1,453,023 (7) 9.6%
520 South Fourth Street
Las Vegas, NV 89101
Steven G. Barringer 75,000 (8) .5%
520 South Fourth Street
Las Vegas, NV 89101
All officers and directors 4,064,303 (9) 26.9%
as a group (5 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 15,118,968 shares outstanding as of the date of March 29, 1999.
(3) Includes 11,094 shares owned of record by Mr. Tassinari as custodian for
his son, 938,573 shares owned by the Tassinari Family Trust and 1,214,100
shares issuable upon exercise of stock options. Such shares exclude the
following shares as to which Mr. Tassinari disclaims beneficial ownership:
881,429 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 21.4% of the Common Stock.
(4) Includes 938,573 shares owned by the Tassinari Family Trust and an
aggregate of 665,334 shares issuable upon exercise of stock options. In
addition, such shares exclude the
-4-
<PAGE> 7
following shares as to which Mrs. Tassinari disclaims beneficial
ownership: 1,389,307 shares of Common Stock beneficially owned by Ronald
J. Tassinari, Mrs. Tassinari's husband. If such excluded shares were
included, Mrs. Tassinari would be deemed to hold 21.4% of the Common
Stock.
(5) Includes 557,000 shares underlying incentive stock options.
(6) Includes options to acquire 120,000 shares.
(7) Includes an aggregate of 73,333 shares of Common Stock and 324,074
Warrants beneficially owned by Mr. Brown's son and 100,616 shares of
Common Stock beneficially owned in joint tenancy by Mr. Brown and Mr.
Brown's wife.
(8) Represents options to acquire 75,000 shares.
(9) Includes options to purchase an aggregate of 2,601,334 shares of Common
Stock referred to in notes 3, 4, 5 and 6 above.
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 $100,000 in those years.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
----------------------------------------------------------------------------------------------
Awards
-----------------------------------------
Name and Other Annual Restricted Securities
Principal Position Year Salary($) Bonus($) Compensation($) Stock Award(s)($) Underlying Options(#)
- - ------------------ ---- --------- -------- --------------- ----------------- ---------------------
<S> <C> <C> <C> <C> <C> <C>
Ronald J. Tassinari, 1998 $432,635 $288,000 $86,646(1) -0- 150,000(6)
Chief Executive 1997 $417,988 $230,000 $70,281(1) -0- 400,000(2)(4)
Officer and 1996 $375,695 $270,000 $58,905(1) -0- 400,000(3)(4)
President
Audrey K. Tassinari, 1998 $156,785 $142,000 $78,037(1) -0- 100,000(6)
Executive 1997 $153,621 $110,000 $55,840(1) -0- 250,000(3)(4)
Vice President 1996 $132,887 $130,000 $42,392(1) -0- 250,000(2)(4)
Roy K. Keefer 1998 $133,481 $ 69,000 $68,288(1) -0- -
Chief Financial 1997 $127,768 $ 25,500 $46,599(1) -0- 150,000(5)(4)
Officer 1996 $124,393 $ 60,000 $47,029(1) -0- 150,000(5)(4)
</TABLE>
(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 $1.25 per
share.
-5-
<PAGE> 8
(3) 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 $1.25 per
share.
(4) 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.
(5) Represents options which were granted in October 1995 at an exercise price
of $1.75 per share, canceled and regranted in October 1996 at $1.25 per
share.
(6) Represents options which were granted in December 1997 at an exercise
price of $1.16 per share.
OPTION GRANTS IN LAST FISCAL YEAR TABLE
<TABLE>
<CAPTION>
% of Total
Shares Options Exercise
Underlying Granted to or Base
Options Employees in Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date
- - ---- ----------- ----------- ------ ----
<S> <C> <C> <C> <C>
Ronald J. Tassinari 150,000 43% $1.16 12/17/02
Audrey K. Tassinari 100,000 29% $1.16 12/17/02
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES TABLE
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-The-Money
Shares Options at Options at
Acquired FY-End (#) FY-End ($)
on Exer- Value Exercisable/ Exercisable/
Name cise (#) Realized Unexercisable Unexercisable(1)
- - ---- -------- -------- ------------- ----------------
<S> <C> <C> <C> <C>
Ronald J. Tassinari 150,000 79,500 1,214,000/100,000 493,040/140,000
Audrey K. Tassinari 100,000 53,000 665,334/66,666 250,187/9,333
Roy K. Keefer 50,000 26,500 557,000/0 255,770/0
</TABLE>
- - ------------------------------------
(1) The closing price for the Company's Common Shares on July 31, 1998 was
$1.00 per share.
-6-
<PAGE> 9
COMPENSATION OF DIRECTORS
Directors receive $15,000 per annum for meetings of the Board of
Directors. They are also compensated for expenses incurred in attending the
meetings. All 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 $430,000, $162,000, and $140,000, 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 (1) the annual increases provided to the
Company's other salaried executives or (2) 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
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<PAGE> 10
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 91st 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.
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, 50,000 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 or former
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.
-8-
<PAGE> 11
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 (10.25%) percent per annum.
On December 12, 1997, the Board of Directors granted stock options to
Ronald J. Tassinari and Audrey K. Tassinari to purchase 150,000 and 100,000
shares of Common Stock, respectively. The options are exercisable at $1.16 per
share and expire on December 17, 2002.
On February 6, 1998 stock options were granted to Steven G. Barringer to
purchase 75,000 shares of Common Stock which was subsequently approved by the
Board of Directors. The options are exercisable at $1.19 per share and expire on
February 6, 2008.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten percent stockholders are required by
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
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, 1997 through July 31, 1998, all filing requirements applicable to its
officers, directors, and greater than ten percent beneficial owners were
complied with.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Bradshaw, Smith & Co., as its
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, 1999. 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.
-9-
<PAGE> 12
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 26, 1999. If
the date of such meeting is changed by more than 30 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.
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<PAGE> 13
AVAILABLE INFORMATION
Copies of the Company's Annual Report on Form 10-KSB for the fiscal year
ended July 31, 1998 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
April 12, 1999 Roy K. Keefer
Las Vegas, Nevada Secretary
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<PAGE> 14
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 May 24, 1999 and
any adjournments thereof, as follows:
1. ELECTION OF DIRECTORS, as provided in the Company's Proxy Statement:
[ ] FOR the nominees [ ] WITHHOLD AUTHORITY to vote for
listed below. 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)
Jeanne Hood Steven G. Barringer
2. TO RATIFY THE APPOINTMENT OF BRADSHAW, SMITH & CO., AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE YEAR ENDED JULY 31, 1999.
[ ] 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)
- - --------------------------------------------------------------------------------
(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 April 12, 1999 relating to the Annual
Meeting, and the 1998 Annual Report to Stockholders.
Date: ______________________________, 1999
___________________________________________
___________________________________________
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.
