<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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 Section 240.14a-2.
</TABLE>
AMERICAN VANTAGE COMPANIES
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(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
JULY 18, 2000
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 Luxor Hotel and Casino Convention Center (Egyptian Ballroom), 3900 Las
Vegas Boulevard, South, Las Vegas, Nevada 89119 at 10:00 a.m., Pacific time, on
July 18, 2000, to consider and act upon the following matters:
(1) To elect three Class B 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, 2000.
(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 May 19, 2000
will be entitled to notice of, and to vote at, the Annual Meeting or any
adjournments thereof.
Date: June 5, 2000 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
July 18, 2000
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 Luxor Hotel and Casino Convention Center (Egyptian
Ballroom), 3900 Las Vegas Boulevard, South, Las Vegas, Nevada 89119 at 10:00
a.m., Pacific time, on July 18, 2000, 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.
<PAGE> 4
This Proxy Statement, the accompanying Notice of Annual Meeting of
Stockholders, the Proxy and the 1999 Annual Report to Stockholders are expected
to be mailed, to stockholders of record on May 19, 2000, commencing on June 5,
2000.
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Board of Directors consists of seven persons. James W.
Davis, Gregory J. Woodland and Boyad Tanner, all Class B Directors, are standing
for election to a term of three years ending in 2003 or until their successors
are elected and qualified. Ronald J. Tassinari and Audrey K. Tassinari, both
Class A Directors, serve for a term expiring in 2001. Jeanne Hood and Steven G.
Barringer, both Class C Directors, serve for a term expiring in 2002. No vote is
being taken on the re-election of the Class A 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 B 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 56 Chief Executive Officer, President and Director
Audrey K. Tassinari 61 Executive Vice President and Director
Roy K. Keefer 55 Chief Financial Officer and
Secretary/Treasurer
Jeanne Hood 73 Director
Steven G. Barringer 44 Director
Boyad Tanner 78 Director
James W. Davis 52 Director
Gregory J. Woodland 41 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. The Board of
Directors does not have a nominating committee.
2
<PAGE> 5
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.
Roy K. Keefer has been Chief Financial Officer and Secretary/Treasurer
of the Company since April 1992. Mr. Keefer had been a Director of the Company
from December 1992 until May 1999.
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 of the Company since February
1998. He is a member of the law firm of Dickstein Shapiro Morin & Oshinsky, LLP,
Washington, D.C., practicing natural resources and environmental law. From
January 1996 to April 1999 he was 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.
Boyad Tanner has been a Director of the Company since May 1999. Mr.
Tanner had a varied business background, including owning and operating Indian
Trading Posts in Utah and New Mexico. He owned and operated an automobile agency
in Farmington, New Mexico, and was also a licensed real estate agent, having his
own agency. Mr. Tanner was the Executive Director for Urban Renewal and
Development both in Indio, California as well as in North Las Vegas, Nevada. His
most recent appointments in Las Vegas include a partnership at Harrington Horsey
Insurance Agency, serving on the Board of the Clark County Planning Commission
and serving on the Board of Directors for Cumorah Credit Union. He was also the
recipient of the Silver Beaver Award for his service with the Boy Scouts of
America. Mr. Tanner has been retired for the past six years.
James W. Davis has been Senior Partner at Key West Technologies, a
business consulting partnership advising a number of firms with regard to
technology, e-commerce and the Internet, and business management, since founding
Key West Technologies in January, 1999. Prior to founding Key West Technologies,
Mr. Davis served as the President and Chief Executive Officer of MRT Micro,
ASA/Inc., a communications software company, from January 1997 until January
1999. From September 1996 to January 1997, Mr. Davis was a Visiting Research
Scholar at the Communications Technology Center at Florida Atlantic University.
In March 1995, Mr. Davis founded Key West Technologies, Inc., a computer
hardware and software corporation. In February 1996, Key West Technologies, Inc.
was acquired by Interaxx Television Network, Inc. Mr. Davis served as Chief
Executive Officer of Interaxx Television Network from February 1996 until
January 1997. Mr. Davis has also served as Director for Intel Corp's Home
Computing Laboratory, which was responsible for developing a consumer-focused
Pentium platform strategy, and as Senior Technical Staff Member at International
Business Machines Corp., where he worked for twenty-five years. While at IBM, he
was also a member of IBM's Academy of Science and Technology and Chief Technical
Officer of the IBM PC Company Premium Brand.
Gregory J. Woodland has been Senior Partner at Key West Technologies, a
business consulting partnership advising a number of firms with regard to
technology, e-commerce and the Internet, and business management, since March
2000. Prior to joining Key West Technologies, Mr. Woodland was
3
<PAGE> 6
a Director at Salomon Smith Barney from August 1998 to February 2000, providing
investment-banking advice. Mr. Woodland also served as Vice President Finance
for MacAndrews & Forbes Holdings, Inc., from February 1987 to August 1998. While
at MacAndrews & Forbes Holdings, Inc., Mr. Woodland provided meaningful
contributions to highly successful growth programs for Revlon, Inc., The Coleman
Company, Inc., Marvel Entertainment Group, Inc., New World Communications Group,
Inc., and Consolidated Cigar Corporation. Mr. Woodland is an accomplished senior
financial executive who has experience in innovative corporate finance, mergers
and acquisitions, and building value through strategic decision making. He has
extensive relationships in the commercial banking and capital markets community
where he raised billions of dollars in the high yield bond market and completed
multiple initial public offerings.
The Company held 6 regular meetings of the Board of Directors (plus 2
by Unanimous Written Consent) during the fiscal year ended July 31, 1999. 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.
Upon their election, the Board of Directors shall have the following
committees: the Compensation Committee (comprised of James W. Davis (Chairman),
Gregory J. Woodland and Jeanne Hood) and the Audit Committee (comprised of
Gregory J. Woodland (Chairman), James W. Davis and Boyad Tanner).
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, 1999.
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, 1999.
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 May 19, 2000. As of that date, the Company had outstanding 4,887,000
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 May 19, 2000, 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:
4
<PAGE> 7
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership(1)(11) of Class(2)(11)
---------------- --------------------------- ---------------
<S> <C> <C>
Ronald J. Tassinari 827,896 (3) 16.9%
6787 West Tropicana, Suite 200
Las Vegas, NV 89103
Audrey K. Tassinari 643,893 (4) 13.2%
6787 West Tropicana, Suite 200
Las Vegas, NV 89103
Roy K. Keefer 189,668 (5) 3.9%
6787 West Tropicana, Suite 200
Las Vegas, NV 89103
Jeanne Hood 50,001 (6) 1.0%
2316 Timberline Way
Las Vegas, NV 89117
Jay H. Brown 350,705 (7) 7.2%
520 South Fourth Street
Las Vegas, NV 89101
Steven G. Barringer 25,000 (8) 0.5%
2101 L Street NW
Washington, DC 20037
Boyad Tanner 12,500 (9) 0.3%
4172 Satinwood
Las Vegas, NV 89117
James W. Davis 0 0%
17300 Boca Club Boulevard #1208
Boca Raton, FL 33487
Gregory L. Woodland 0 0%
40 East 64th Street, Apt. 7
New York, NY 10021
All officers and directors 1,421,100 (10) 22.3%
as a group (8 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 4,887,000 shares outstanding as of the date of May 19, 2000.
(3) Includes 3,698 shares owned of record by Mr. Tassinari as custodian for
his son, 327,858 shares owned by the Tassinari Family Trust and 437,942
shares issuable upon exercise of stock options. Such shares exclude the
following shares as to which Mr. Tassinari disclaims beneficial
5
<PAGE> 8
ownership: 316,035 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 23.4% of the Common
Stock.
(4) Includes 327,858 shares owned by the Tassinari Family Trust and an
aggregate of 244,003 shares issuable upon exercise of stock options. In
addition, such shares exclude the following shares as to which Mrs.
Tassinari disclaims beneficial ownership: 496,340 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 23.4% of the Common Stock.
(5) Includes 185,000 shares underlying incentive stock options.
(6) Includes options to acquire 33,334 shares.
(7) Includes an aggregate of 260,705 shares of Common Stock beneficially
owned in joint tenancy by Mr. Brown and Mr. Brown's wife.
(8) Represents options to acquire 25,000 shares.
(9) Represents options to acquire 12,500 shares.
(10) Includes options to purchase an aggregate of 938,447 shares of Common
Stock referred to in notes (3) through (9) above.
(11) Information is presented after giving effect to a 1 for 3 reverse stock
split on November 30, 1999.
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($)(8) Compensation($) Stock Award(s)($) Underlying Options(#)
------------------ ---- --------- ----------- --------------- ----------------- ---------------------
<S> <C> <C> <C> <C> <C> <C>
Ronald J. Tassinari, 1999 $461,639 $303,062 $83,069(1) -0- -0-
Chief Executive 1998 $432,635 $288,000 $86,646(1) -0- 50,000(6)(7)
Officer and 1997 $417,988 $230,000 $70,281(1) -0- 133,334(2)(4)(7)
President
Audrey K. Tassinari, 1999 $166,549 $130,000 $74,095(1) -0- -0-
Executive 1998 $156,785 $142,000 $78,037(1) -0- 33,334(6)(7)
Vice President 1997 $153,621 $110,000 $55,840(1) -0- 83,334(3)(4)(7)
Roy K. Keefer 1999 $143,931 $ 60,000 $56,464(1) -0- -0-
Chief Financial 1998 $133,481 $ 69,000 $68,288(1) -0- -0-
Officer 1997 $127,768 $ 25,500 $46,599(1) -0- 50,000(5)(4)(7)
</TABLE>
----------
(1) This amount includes, but is not limited to: director's fees;
disability, life and medical insurance premiums, automobile payments
and pension plan payments.
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<PAGE> 9
(2) Represents options which were granted in October 1995 at an exercise
price of $5.25 per share, canceled and re-granted in October 1996 at
$4.125 per share.
(3) Represents options which were granted in October 1995 at an exercise
price of $5.25 per share, canceled and re-granted in October 1996 at
$4.125 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 $5.25 per share, canceled and regranted in October 1996 at
$3.75 per share.
(6) Represents options which were granted in December 1997 at an exercise
price of $3.48 per share.
(7) Information is presented after giving effect to a 1 for 3 reverse stock
split on November 30, 1999.
(8) The Company does not anticipate the payment of bonuses to executives or
any other employee during the year ending July 31, 2000.
OPTION GRANTS IN LAST FISCAL YEAR TABLE
<TABLE>
<CAPTION>
% of Total
Shares Options Exercise
Underlying Granted to or Base
Options Employees in Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date
---- ----------- ----------- ------ ----
<S> <C> <C> <C> <C>
Ronald J. Tassinari -0- -0-% $-0- -
Audrey K. Tassinari -0- -0-% $-0- -
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES TABLE
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-The-Money
Shares Options at Options at
Acquired FY-End (#) FY-End ($)
on Exer- Value Exercisable/ Exercisable/
Name cise (#) Realized Unexercisable(2) Unexercisable(1)(2)
---- -------- -------- ---------------- -------------------
<S> <C> <C> <C> <C>
Ronald J. Tassinari -0- -0- 421,333/16,667 184,363/-0-
Audrey K. Tassinari -0- -0- 232,889/11,111 91,680/-0-
Roy K. Keefer -0- -0- 185,667/-0- 97,680/-0-
</TABLE>
(1) The closing price for the Company's Common Shares on July 31, 1999 was
$2.79 per share.
(2) Information is presented after giving effect to a 1 for 3 reverse stock
split on November 30, 1999.
7
<PAGE> 10
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 "Item 11. - Certain Relationships and Related Transactions."
EMPLOYMENT AGREEMENTS
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
$452,000, $170,000, and $147,000, 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, at the election of the
Employee, 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
8
<PAGE> 11
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. If the Employee does
not so elect, the Employee shall retain the options until they expire or are
exercised.
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
Information is presented after giving effect to a 1 for 3 reverse
stock split on November 30, 1999.
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. Jeanne Hood ceased to receive
consulting fees effective April 16, 2000.
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 16,667, 16,667 and 4,167 shares of Common
Stock, respectively. The options were immediately exercisable at $2.07 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 16,667, 33,334 and 5,000 shares of Common
Stock, respectively. The options were immediately exercisable at $5.25 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 $3.75 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 133,334, 83,334 and 50,000 shares of Common
Stock, respectively. The options were immediately exercisable at $5.25 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 $3.75 per share.
On December 12, 1997, the Board of Directors granted stock options to
Ronald J. Tassinari and Audrey K. Tassinari to purchase 50,000 and 33,334 shares
of Common Stock, respectively. The options are exercisable at $3.48 per share
and expire on December 17, 2002.
9
<PAGE> 12
On February 6, 1998 stock options were granted to Steven G. Barringer
to purchase 25,000 shares of Common Stock which was subsequently approved by the
Board of Directors. The options are exercisable at $3.57 per share and expire on
February 6, 2008.
On February 4, 2000, the Board of Directors granted the following
stock options: Ronald J. Tassinari - 55,555; Audrey K. Tassinari - 22,222; Roy
K. Keefer - 33,334, Jeanne Hood - 33,334 and Boyad Tanner - 25,000.
The options are exercisable at $1.125 per share and expire on February 3, 2010.
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, 1999, 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, 2000. 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.
10
<PAGE> 13
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,
2000. 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.
AVAILABLE INFORMATION
Copies of the Company's Annual Report on Form 10-KSB for the fiscal
year ended July 31, 1999 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.
June 5, 2000 BY ORDER OF THE BOARD OF DIRECTORS
Las Vegas, Nevada Roy K. Keefer, 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 July 18, 2000
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 NAME BELOW)
Boyad Tanner James Davis Gregory Woodland
2. TO RATIFY THE APPOINTMENT OF BRADSHAW, SMITH & CO., AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE YEAR ENDED JULY 31, 2000.
[ ] 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> 15
(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 June 5, 2000 relating to the Annual
Meeting, and the 1999 Annual Report to Stockholders.
Date: _____________________________, 2000
_________________________________________
_________________________________________
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
