GALLERY OF HISTORY, INC.
3601 West Sahara Avenue
Promenade Suite
Las Vegas, Nevada 89102-5822
______________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
______________________________________________
TO THE STOCKHOLDERS OF
GALLERY OF HISTORY, INC.:
The Annual Meeting of Stockholders of the Gallery of History, Inc.
(the "Company") will be held at the Company's offices, 3601 West Sahara Avenue,
Promenade Suite, Las Vegas, Nevada 89102-5822 on September 18, 2000 at 9:00
a.m. local time for the following purposes:
1. To elect five directors to serve until the next annual meeting
of the stockholders;
2. To approve the appointment of Arthur Andersen LLP as the
Company's independent auditors for the fiscal year ending
September 30, 2000; and
3. To transact such other business as may properly come before the
meeting and any adjournment thereof.
All of the above matters are more fully described in the accompanying
Proxy Statement.
Stockholders of Common Stock of the Company of record at the close of
business on July 28, 2000 will be entitled to vote at the meeting or any
adjournment thereof.
By order of the Board of Directors,
TODD M. AXELROD,
Chairman of the Board
August 18, 2000
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE DATE
AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE,
WHICH NEEDS NO POSTAGE IF MAILED WITHIN THE UNITED STATES. THE PROXY
MAY BE REVOKED IN WRITING PRIOR TO THE MEETING, OR IF YOU ATTEND THE
MEETING, YOU MAY REVOKE THE PROXY AND VOTE YOUR SHARES IN PERSON.
GALLERY OF HISTORY, INC.
3601 West Sahara Avenue
Promenade Suite
Las Vegas, Nevada 89102-5822
_________________
PROXY STATEMENT
_________________
The Board of Directors presents this Proxy Statement to all
stockholders and solicits their proxies for the Annual Meeting of Stockholders
to be held September 18, 2000 and any adjournment thereof (the "Meeting").
The purposes for which the Meeting is to be held are set forth in the Notice
of Meeting on the preceding page.
All proxies duly executed and received will be voted on all matters
presented at the Meeting in accordance with the instructions given by such
proxies. In the absence of specific instructions, proxies so received will be
voted for the named nominees for election to the Company's Board of Directors
and for the appointment of Arthur Andersen LLP, as the Company's independent
public accountants. The Board of Directors does not anticipate that any of its
nominees will be unavailable for election and does not know of any other
matters that may be brought before the Meeting. In the event that any other
matter should come before the Meeting or any 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 proxy may be revoked by
delivering a written notice of revocation to the principal office of the
Company or in person at the Meeting at any time prior to the voting thereof.
Directors will be elected by a majority of the votes cast for or against.
Shares represented by a proxy marked for abstention on a proposal will be
counted as represented at the meeting with respect to such proposal, but will
not be voted for or against the proposal. The effect of marking a proxy for
abstention, however, is the same as marking it against the proposal. Shares
registered in the name of a broker will be counted as represented at the
meeting only for proposals as to which the broker's proxy gives voting
directions. The Company will pay the entire expense of soliciting these
proxies, which solicitation will be by use of the mails, such mailing to take
place on or about August 18, 2000.
There were 5,625,984 shares of Common Stock of the Company outstanding
as of July 1, 2000. The Common Stock is the only class of securities of the
Company entitled to vote. Each share has one vote. Only stockholders of
record as of the close of business on July 28, 2000 will be entitled to vote.
A list of stockholders entitled to vote at the Meeting will be available at
the Company's office, 3601 West Sahara Avenue, Promenade Suite, Las Vegas,
Nevada, for a period of ten days prior to the meeting for examination by any
stockholder.
ELECTION OF DIRECTORS
---------------------
At the Meeting, five directors are to be elected for the ensuing year
and until their successors are duly elected and qualified. If, at the time of
election, any of the nominees should be unavailable for election, a
circumstance which is not expected by the Company, it is intended that the
proxies will be voted for such substitute nominee as may be selected by the
Company. Proxies not marked to the contrary will be voted for the election of
the following five persons.
Year First
Position(s) with Became a
Name Age the Company Director
---- --- ------------- --------
Todd M. Axelrod 50 President and Chairman 1981
of the Board of Directors
Rod R. Lynam 52 Treasurer/Assistant 1984
Secretary and Director
Pamela Axelrod 45 Executive Vice President and 1995
Director
Bernard Duke 73 Director 1998
Barry Fink 61 Director 1999
Each officer of the Company, including those who are also nominees to
the Board, will hold office until a successor has been elected by the Board.
Todd M. Axelrod has been Chairman of the Board of Directors and
President of the Company since its inception in November 1981. He devotes his
full business time to the Company's affairs. Mr. Axelrod has been a private
collector of valuable historical documents since 1968. Mr. Axelrod authored a
book entitled The Handbook of Historical Documents -- A Guide to Owning
History, which is being sold by the Company.
Rod Lynam has been Treasurer and Chief Financial Officer of the
Company since September 1984.
Pamela Axelrod, the wife of Mr. Axelrod, has been an Executive Vice
President since 1995. She served as the manager of the Las Vegas Fashion Show
gallery, the Company's merchandise manager and co-director of sales since 1984.
She has served as Editor-in-Chief of the Company's Simple & Direct auction
catalog and as co-auction manager since 1996.
Bernard Duke was elected to the Company's Board of Directors in
February 1998. From 1992 to 1997, Mr. Duke had been a Director, Vice
President and Chief Executive Officer of TFH Publications, Inc., of Neptune
City, New Jersey. From 1984 to 1996, Mr. Duke was a Director and member of
the Executive Committee of Graphic Arts Mutual Insurance Company.
Barry Fink was elected to the Company's Board of Directors in August
1999. Mr. Fink has been a partner of the law firm of Christensen, Miller,
Fink, Jacobs, Glaser, Weil & Shapiro, LLP since May 1988. Christensen, Miller,
Fink, Jacobs, Glaser, Weil & Shapiro, LLP has performed legal service for the
Company during fiscal 1999 and will perform legal services for the Company in
2000. Such services have related to compliance with securities laws and other
business matters.
Garrett Williams, age 57, has been a Senior Vice-President of the
Company since 1989 who is the only executive officer of the Company not listed
above. He served as Executive Assistant to the President from November 1988 to
April 1996 and as a director of the Company from 1991 to 1996. He served as
the Manager of the Las Vegas Fashion Show gallery from April 1996 to March 1997
and currently serves as a sales representative at the headquarters' location.
Management recommends that the stockholders vote "FOR" the nominees
for directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
-----------------------------------------------
The following table sets forth certain information, as of July 1, 2000,
pertaining to ownership of the Company's Common Stock by those persons known
to the Company to be the beneficial and record owners of more than five
percent of the Common Stock of the Company, by each director and nominee of
the Company and by all officers and directors of the Company as a group:
Name of Beneficial Number of Percent
Holder (1) (2) Shares of Class
------------------ --------- --------
Todd M. Axelrod (3)(5) 4,280,824 76.1%
Rod Lynam 210 (4)
Pamela Axelrod (3)(5) 4,280,824 76.1%
Gerald Newman 493,000 8.8%
Seabreeze Lane
Amagansette, NY 10093
Bernard Duke (6) 10,000 (4)
2250 Allenwood Road
Wall, NJ 07719
Barry Fink (7) 10,000 (4)
Christensen, Miller, Fink,
Jacobs, Glaser, Weil &
Shapiro, LLP
Avenue of the Stars, 18th Floor
Los Angeles, CA 90067
All officers and directors (8) 4,301,034 77.2%
as a group (5 persons)
_______________________________
(1) The address of each director and nominee, except where otherwise
indicated is: c/o Gallery of History, Inc., 3601 West Sahara Avenue,
Promenade Suite, Las Vegas, Nevada 89102-5822.
(2) Except as otherwise noted below, the individuals referred to above
have sole voting and investment power in regard to their Common Stock.
(3) Includes 2,059,022 shares of Common Stock owned of record and
beneficially by Pamela Axelrod, Mr. Axelrod's wife, for which Mr.
Axelrod has been appointed proxy (as discussed in Note (5) below).
Excludes 204 shares of Common Stock owned of record and beneficially
by Ruth Canvasser, Mr. Axelrod's mother, as to which Mr. Axelrod
disclaims beneficial ownership.
(4) Less than 1%.
(5) Pamela Axelrod has appointed Todd Axelrod her proxy with full power of
substitution, to vote all of her 2,059,022 shares and to give all
consents on all matters that Mrs. Axelrod may be entitled to vote or
consent to at any meeting of the stockholders of the Company or under
any other circumstance where a vote or consent of stockholders is
required. Includes 2,221,802 shares owned of record and beneficially
by Todd Axelrod (see Note (3) above).
(6) Includes 10,000 shares issuable upon exercise of currently exercisable
options.
(7) Includes 10,000 shares issuable upon exercise of currently exercisable
options.
(8) Includes 20,000 shares issuable upon exercise of currently exercisable
options.
MEETINGS OF THE BOARD OF DIRECTORS AND
INFORMATION REGARDING COMMITTEES
--------------------------------
The Board of Directors held one meeting during the fiscal year ended
September 30, 1999. All directors attended such meeting. The Board of
Directors has a Compensation Committee, which in fiscal 1999 consisted of Mrs.
Axelrod and Mr. Duke. The committee reviews and recommends to the Board
compensation for officers and issuance of stock options. The Compensation
Committee did not meet during fiscal 1999. In fiscal 1999, the Company's
Audit Committee consisted of Mr. Duke, Mr. Fink and Mr. Lynam. The Audit
Committee recommends to the Board of Directors the appointment of the
independent public accountants. The Audit Committee reviews and considers the
comments from the independent public accountants with respect to internal
accounting controls and the consideration given or corrective action taken by
management to weaknesses, if any, in internal controls. It also discusses
matters concerning the Company's financial statements or other results of the
audit. The Audit Committee met once during fiscal 1999 with all members
responding. The Company also has an Executive Committee consisting of Mr. and
Mrs. Axelrod and Mr. Duke, which did not meet during fiscal 1999. The Company
does not have any other standing committees.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
-------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Company's Common Stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes of ownership of
Common Stock of the Company. Officers, directors and greater than ten percent
stockholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.
To the Company's knowledge, during the fiscal year ended September 30,
1999, all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were complied with
except as follows: Mr. Fink and Mr. Duke each filed one Form 5 late with
respect to the grant of options. In making these disclosures, the Company has
relied solely on a review of the copies of such reports furnished to the
Company and written representations of its directors, executive officers and
its greater than ten percent stockholders.
EXECUTIVE COMPENSATION
----------------------
The following summary compensation table sets forth information
concerning the annual and long-term compensation for services in all capacities
to the Company for the fiscal years ended September 30, 1999, 1998 and 1997, of
those persons who were, at September 30, 1999 (i) the chief executive officer
and (ii) the other most highly compensated executive officers of the Company,
whose annual base salary and bonus compensation was in excess of $100,000.
Name and Principal Fiscal Annual Compensation
Position Year Salary Bonus
______________________ _____ _______ ______
Todd M. Axelrod 1999 $139,125 $26,250
President and Chief 1998 137,469 26,304
Executive Officer 1997 132,500 25,000
Pamela R. Axelrod 1999 $139,125 $26,250
Executive Vice-President 1998 137,469 26,304
1997 132,500 25,000
During the three year period ended September 30, 1999 the Company did
not grant any stock options or stock appreciation rights to any of the named
executive officers of the Company. In addition, none of the named executive
officers held any stock options as of September 30, 1999. Options have been
granted to Bernard Duke and Barry Fink, both members of the Company's Board of
Directors. The options were granted August 1999; 10,000 each with a five
year tern and $4.50 exercise price.
CERTAIN TRANSACTIONS
--------------------
The Company borrowed $1,000,000 in September 1998 from Nanna Corp., a
company owned by Todd Axelrod and his wife Pamela Axelrod. The loan was
payable interest only at a rate of 8.75% with principal due September 2001.
Subsequently, Nanna Corp. has dissolved, as a result the note was transferred
to Mr. Axelrod. The maturity date of the note was extended to April 30, 2002,
and the interest rate was reduced to 8.0%. Interest expense on related party
notes amounted to $85,105 for the year ended September 30, 1999. The proceeds
for such loans were utilized by the Company to reduce its outstanding line of
credit.
RATIFICATION OF APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS
---------------------------------
Arthur Andersen LLP has been selected as the Company's independent
auditors for the fiscal year ending September 30, 2000. Selection of auditors
is made by the Board of Directors subject to stockholder approval. Arthur
Andersen LLP has no financial interest, either direct or indirect, in the
Company. A representative of Arthur Andersen LLP is expected to attend the
Meeting and have an opportunity to make a statement and/or respond to
appropriate questions from stockholders.
Management recommends voting "FOR" the ratification of the appointment
of the auditors.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
---------------------------------------------
Proposals of stockholders of the Company which are intended to be
presented at the Company's next Annual Meeting, must be received by the Company
no later than April 20, 2001 in order that they may be included in the proxy
statement and form of proxy relating to that meeting. The Securities and
Exchange Commission has adopted regulations that govern the inclusion of such
proposals in the Company's annual proxy materials.
THE COMPANY'S 1999 FORM 10-KSB ANNUAL REPORT TO THE SECURITIES AND
EXCHANGE COMMISSION, EXCLUSIVE OF EXHIBITS, WILL BE MAILED WITHOUT CHARGE TO
ANY STOCKHOLDER ENTITLED TO VOTE AT THE MEETING, UPON WRITTEN REQUEST TO:
GALLERY OF HISTORY, INC., 3601 WEST SAHARA AVENUE, PROMENADE SUITE, LAS VEGAS,
NEVADA 89102-5822.
In addition to soliciting proxies by mail, the Company may make
requests for proxies by telephone, telegraph or messenger or by personal
solicitation by officers, directors, or employees of the Company, or by any
one or more of the foregoing means. The Company will also reimburse brokerage
firms and other nominees for their actual out-of-pocket expenses in forwarding
proxy materials to beneficial owners of the Company's shares. All expenses in
connection with such solicitation are to be paid by the Company.
By Order of the Board of Directors
TODD M. AXELROD
Chairman of the Board
Dated: August 18, 2000
Las Vegas, Nevada
420:
GALLERY OF HISTORY, INC.
PROXY
Annual Meeting of Stockholders, September 18, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints each of Todd M. Axelrod and Rod Lynam,
each with full power to act without the other, and with full power of
substitution, as the attorneys and proxies of the undersigned and hereby
authorizes them to represent and to vote, all the shares of Common Stock of
Gallery of History, Inc. that the undersigned would be entitled to vote, if
personally present, at the Annual Meeting of Stockholders to be held on
September 18, 2000 or any adjournment thereof, upon such business as may
properly come before the meeting, including the items set forth below.
1. ELECTION OF DIRECTORS FOR all nominees below WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) [ ] below [ ]
NOMINEES: Todd M. Axelrod, Rod Lynam, Pamela Axelrod, Bernard Duke and
Barry Fink.
INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name in the space provided below.
2. TO RATIFY SELECTION OF ARTHUR ANDERSEN LLP, AS CERTIFIED INDEPENDENT
PUBLIC ACCOUNTANTS FOR THE 2000 FISCAL YEAR.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
450:
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2 AS RECOMMENDED BY THE BOARD OF DIRECTORS.
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Dated: _____________________________________, 2000
__________________________________________________
Signature
__________________________________________________
Signature if held jointly
(PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.)
