<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Renaissance Entertainment Corporation
--------------------------------------------------------------------------------
(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 Rules 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
RENAISSANCE ENTERTAINMENT CORPORATION
275 Century Circle
Suite 102
Louisville, Colorado 80027
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 5, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Renaissance Entertainment Corporation, a Colorado corporation (the "Company"),
will be held on Tuesday, December 5, 2000, at 10:00 a.m., Mountain Time, at the
Company's offices, 275 Century Circle, Suite 102, Louisville, Colorado, for the
following purposes:
1. To elect five nominees to the Board of Directors to serve for a term
of one year.
2. To transact such other business as may properly come before the
meeting and any adjournments thereof.
Only holders of record of common stock of the Company at the close of
business on October 27, 2000 will be entitled to notice of, and to vote at, the
Annual Meeting or any adjournment thereof.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN
IT IN THE ENCLOSED REPLY ENVELOPE AS PROMPTLY AS POSSIBLE.
BY ORDER OF THE BOARD OF
DIRECTORS
Sue Brophy
Secretary
November 1, 2000
<PAGE>
PROXY STATEMENT
RENAISSANCE ENTERTAINMENT CORPORATION
275 Century Circle, Suite 102
Louisville, Colorado 80027
ANNUAL MEETING OF STOCKHOLDERS, DECEMBER 5, 2000, 10:00 A.M.
AT 275 CENTURY CIRCLE, SUITE 102, LOUISVILLE, COLORADO
GENERAL
The enclosed Proxy is solicited by the Board of Directors of Renaissance
Entertainment Corporation (the "Company"). Such solicitation is being made by
mail and may also be made by directors, officers and employees of the Company.
Any Proxy given pursuant to such solicitation may be revoked by the stockholder
at any time prior to the voting thereof by so notifying the Company in writing
at the above address, attention: Sue Brophy, Secretary, or by appearing in
person at the meeting. Shares represented by Proxies will be voted as specified
in such Proxies. In the absence of specific instructions, Proxies received by
the Board of Directors will be voted (to the extent they are entitled to be
voted on such matters): (1) in favor of the nominees for directors named in this
Proxy Statement, and (2) in the Proxies' discretion, upon such other business as
may properly come before the meeting.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the election inspectors appointed for the meeting and will determine whether or
not a quorum is present. The election inspectors will treat abstentions as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum but as unvoted for purposes of determining the approval of
any matter submitted to the stockholders for a vote. If a broker indicates on
the proxy that it does not have discretionary authority as to certain shares to
vote on a particular matter, those shares will not be considered as present and
entitled to vote with respect to that matter.
All of the expenses involved in preparing, assembling and mailing this
Proxy Statement and the material enclosed herewith will be paid by the Company.
The Company may reimburse banks, brokerage firms and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy
material to beneficial owners of stock. This Proxy Statement and the Company's
Annual Report for the fiscal year ended December 31, 1999 are being mailed to
stockholders on or about November 1, 2000.
<PAGE>
OUTSTANDING STOCK
Common Stock, $.03 par value ("Common Stock"), of which there were
2,144,889 shares outstanding on the record date, constitutes the only class of
outstanding voting securities issued by the Company. Each holder of Common Stock
will be entitled to cast one vote in person or by proxy for each share of Common
Stock held for the election of directors and for all other matters voted on at
the meeting. Only stockholders of record at the close of business on October 27,
2000, will be entitled to vote at the meeting.
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock, as of October 27, 2000, by:
(i) each of the directors of the Company, (ii) all officers and directors of the
Company as a group, and (iii) holders of 5% or more of the Company's Common
Stock. Each person has sole voting and investment power with respect to the
shares shown, except as noted.
<TABLE>
<CAPTION>
Name and Address Percent of
of Beneficial Owner Number of Shares Class(1)
------------------- ---------------- ----------
<S> <C> <C>
Charles S. Leavell 798,666(2) 28.9
275 Century Circle
Louisville, CO 80027
Robert M. Geller 104,333(3) 4.6
Sanford L. Schwartz 39,870(4) 1.8
Thomas G. Brown 5,000(5) 0.2
J. Stanley Gilbert 590,287(6) 21.8
All Directors & Officers as a Group 1,566,156(7) 44.9
(7 Persons)
</TABLE>
(1) Shares not outstanding but deemed beneficially owned by virtue of the
individual's right to acquire them as of October 27, 2000, or within 60
days of such date, are treated as outstanding when determining the percent
of the class owned by such individual and when determining the percent
owned by the group.
(2) Includes 176,000 shares of Common Stock held of record by Leavell
Management Group, Inc., a controlled corporation of Mr. Leavell who would
be deemed to exercise the voting and investment power with respect to the
securities held by LMG. 26,667 shares of Common Stock held of record by LMG
are subject to an option granted in favor of Mr.
3
<PAGE>
Leavell. Includes options to purchase 166,000 shares, warrants to purchase
40,000 shares, 20,000 of which are held by Leavell Management Group, Inc,
416,666 shares issuable upon conversion of outstanding convertible notes
(83,333 of which are held by Leavell Management Group, Inc). Mr. Leavell
disclaims beneficial ownership of the securities held by LMG for purposes
of Section 16 under the Exchange Act.
(3) Includes non-qualified options to purchase 82,333 shares of Common Stock
and warrants to purchase 22,000 shares.
(4) Includes 870 shares owned by Creative Business Strategies, Inc., a
corporation of which Mr. Schwartz is an officer, director and shareholder.
Includes non-qualified options to purchase 24,000 shares of Common Stock
and warrants (owned by Creative Business Strategies) to purchase 15,000
shares
(5) Includes 5,000 shares of Common Stock held of record by his spouse. Mr.
Brown disclaims beneficial ownership of the securities for purposes of
Section 16 under the Exchange Act.
(6) Includes 5,200 shares of Common Stock held of record and an option to
purchase 15,000 shares of Common Stock held by his spouse. Includes
warrants to purchase 29,600 shares, options to purchase 140,000 shares and
375,000 shares issuable upon conversion of outstanding convertible notes
held by Mr. Gilbert. Mr. Gilbert disclaims beneficial ownership of the
securities held by his wife for purposes of Section 16 under the Exchange
Act.
(7) Includes 447,333 shares issuable upon exercise of stock options exercisable
within 60 days of October 27, 2000 and 114,600 shares issuable upon
exercise of warrants exercisable within 60 days of October 27, 2000.
Includes 791,666 shares issuable upon conversion of outstanding convertible
notes.
ELECTION OF DIRECTORS
NOMINATIONS AND ELECTION OF DIRECTORS
The Company's by-laws provide that the size of the Board of Directors shall
be not less than three nor more than nine directors. The Board of Directors has
nominated five persons for election as directors. Each of the following nominees
has consented to be nominated to serve as a Director of the Corporation. The
Proxies granted by the stockholders will be voted at the meeting for the
election of the persons listed below as directors of the Company. In the event
that one or more of the below named persons shall unexpectedly become
unavailable for election (the Company has no knowledge of any such
unavailability), votes will be cast pursuant to authority granted by the
enclosed proxy for such person or persons as may be designated by the Board of
Directors.
4
<PAGE>
NOMINEES FOR DIRECTORS
Charles S. Leavell
Sanford L. Schwartz
Robert M. Geller
Thomas G. Brown
J. Stanley Gilbert
Each Director is elected to serve for a term of one year and until the next
Annual Meeting of Stockholders or until a successor is duly elected and
qualified.
There were no family relationships among Directors or persons nominated or
chosen by the Company to become a Director, nor any arrangements or
understandings between any Director and any other person pursuant to which any
Director was elected.
DIRECTORS AND EXECUTIVE OFFICERS
Name, position with the Company, age of each Director or officer, and the period
during which each Director has served are as follows:
<TABLE>
<CAPTION>
Director
Name Age Position Since
---- --- -------- --------
<S> <C> <C> <C>
Charles S. Leavell 58 Chairman of the Board of Directors, Chief Executive 1993
Officer and Chief Financial Officer
Sanford L. Schwartz 50 Director 1993
Robert M. Geller 47 Director 1994
Thomas G. Brown 55 Director 1999
J. Stanley Gilbert 62 President, Chief Operating Officer, and a Director 1999
Howard Hamburg 63 Vice President --
Sue Brophy 44 Controller and Chief Accounting Officer --
</TABLE>
5
<PAGE>
CHARLES S. LEAVELL was elected Chief Executive Officer effective June 20,
1996. From April 1993 to March 31, 1995, he was Chief Executive Officer, and
from April 1, 1995 to present he has served as Chairman of the Board of the
Company. From 1988 to present, Mr. Leavell has served as President and Chairman
of the Board of Leavell Management Group, Inc. and Ellora Corporation. In that
capacity, he has acquired, developed, and managed numerous ventures, including
the Bristol Renaissance Faire; the 4UR Guest Ranch in Creede, Colorado, a 3,000
acre luxury ranch; and South Meadow, an exclusive 96 unit single family
development in Boulder, Colorado. Prior to his affiliation with Leavell
Management Group and Ellora Corporation, Mr. Leavell worked with Columbia
Pictures in Los Angeles, California, where he was producer of the feature film,
"The Quick and the Dead," about Grand Prix automobile racing, and was the
executive producer of another film, "Evil Ways," about street gangs in East Los
Angeles. Mr. Leavell also produced a rock musical for the stage entitled
"Goosebumps." Mr. Leavell currently sits on the Board of Directors of CK
Properties, L.C., of El Paso, Texas, which is a real estate development and
management corporation with extensive holdings in apartments and office
buildings. Mr. Leavell's former affiliations include Board of Directors of the
Denver International Film Festival, Denver, Colorado, and Vice-Chair of Colorado
Venture Capital Corporation, a regional investment firm.
SANFORD L. SCHWARTZ has been a Director of the Company since April, 1993.
Mr. Schwartz has been a founder, senior executive or director of nine
publicly-traded companies over the past twenty years. From 1992 to present, Mr.
Schwartz has been the Chairman of Creative Business Strategies, Inc. a business
consulting firm.
ROBERT M. GELLER has been a Director of the Company since April 1, 1994. He
served as Chief Financial Officer of Online System Services, Inc., a provider of
internet services, from March 1995 to October 1996. Mr. Geller has also served
as the President of The Growth Strategies Group, a consulting firm specializing
in executive/board services for emerging growth companies since August 1991.
THOMAS G. BROWN was elected a director of the Company in October 19, 1999.
Mr. Brown has been President and Managing Director of Wyndham Capital
Corporation, an investment banking and research firm since he founded it in
1996. Mr. Brown was also a co-founder of Ablum, Brown & Company, an investment
banking firm specializing in leveraged buyout transactions. He served as its
Managing Director from January 1988 until December 1995. Prior to his tenure
with Ablum, Brown & Company, Mr. Brown served as principal of several investment
management and investment banking firms including seven years as a principal of
Deihl, Speyer & Brown, a regional investment banking firm. Mr. Brown is a
Chartered Financial Analyst. He also serves as a director of both Ashton
Technology Group, Inc. and Mobile P.E.T. Systems Inc.
J. STANLEY GILBERT became President and Chief Operating Officer in January,
1997 and was elected to the Board of Directors in 1999. In 1996 Mr. Gilbert was
a Vice President of the Company and he managed the Bristol Renaissance Faire
from 1988 until 1996. Prior to that he
6
<PAGE>
worked in the commercial banking field in senior management. Prior to that, he
was senior vice president of Cinema America, a film and video production
company. Mr. Gilbert was the president of Just in Jest, Inc., an art studio
featuring Renaissance and fantasy handmade sculptures, whose works have been
displayed in galleries and museums, including the Delaware Museum of Fine Art.
Mr. Gilbert has served as a board member of the Kenosha Area Convention and
Business Bureau.
HOWARD HAMBURG was Chief Operating Officer of the Company from April 1,
1994 to June 20, 1996, at which time he was elected a Vice President of the
Company.
SUE BROPHY has been Controller and Chief Accounting Officer of the Company
since August, 1995. From 1994 until 1995, Ms. Brophy was employed by Clifton,
Gunderson & Co., a public accounting firm in accounting services. Ms. Brophy
holds a Bachelor of Arts degree in Biology, a Master of Science degree in
Accounting, and has been a licensed CPA since 1995.
Each Director is elected to serve for a term of one year and until the next
Annual Meeting of Shareholders or until a successor is duly elected and
qualified.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
During the 1999 fiscal year, three meetings of the Board of Directors were
held, including regularly scheduled and special meetings. During fiscal 1999,
all directors attended at least 75% of the meetings of the Board of Directors
and the committees on which they served. Outside Directors were reimbursed their
expenses associated with attendance at such meetings or otherwise incurred in
connection with the discharge of their duties as a Director.
During fiscal 1999, the Company had standing Audit and Compensation
Committees of the Board of Directors, but did not have a standing Nominating
Committee. The members of the Audit Committee were Robert M. Geller and Charles
S. Leavell. No member of the Audit Committee receives any additional
compensation for his services as a member of that Committee. During fiscal 1999,
the Audit Committee held two meetings. The Audit Committee is responsible for
providing assurances that the financial disclosures made by Management
reasonably portray the Company's financial condition, results of operations,
plans and long-term commitments. To accomplish this, the Audit Committee
oversees the external audit coverage, including the annual nomination of the
independent public accountants, reviews accounting policies and policy
decisions, reviews the financial statements, including interim financial
statements and annual financial statements, together with auditor's opinions,
inquiries about the existence and substance of any significant accounting
accruals, reserves or estimates made by Management, reviews with Management the
Management's Discussion and Analysis section of the Annual Report, reviews the
Letter of Management Representations given to the independent public
accountants, meets privately with the independent public accountants to discuss
all pertinent matters, and reports regularly to the Board of Directors regarding
its activities.
7
<PAGE>
During fiscal 1999, the Compensation Committee consisted of Sanford L.
Schwartz and Robert M. Geller. No member of the Compensation Committee receives
any additional compensation for his services as a member of that Committee.
During fiscal 1999, the Compensation Committee held four formal meetings. The
Compensation Committee is responsible for reviewing pertinent data and making
recommendations with respect to compensation standards for the Company's
executive officers, including the President and Chief Executive Officer,
establishing guidelines and making recommendations for the implementation of
Management Incentive Compensation Plans, reviewing the performance of the
President and CEO, establishing guidelines and standards for the grant of
Incentive Stock Options to key employees under the Company's Incentive Stock
Plan, and reporting regularly to the Board of Directors with respect to its
recommendations.
Any transactions between the Company and its officers, directors, principal
stockholders, or other affiliates have been and will be on terms no less
favorable to the Company than could be obtained from unaffiliated third parties
on an arms-length basis and will be approved by a majority of the Company's
independent, outside disinterested directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
ELECTION OF THE NOMINEES FOR DIRECTORS
EXECUTIVE COMPENSATION
The following table sets forth certain information for the Company's fiscal
periods ended December 31, 1999, December 31, 1998, and December 31, 1997
regarding compensation earned by or awarded to the Company's chief executive
officer and the other executive officers whose total annual salary and bonus
exceeded $100,000 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
--------------------------------------
Annual Compensation Awards Payouts
----------------------------------------- --------------------------- --------
Securities LTIP
Other Annual Restricted Underlying Options/ All Other
Name and Principal Compensation Stock Options Payouts Compensation
Position Year Salary ($) Bonus ($) ($) Award(s) ($) And SARs ($) ($) ($)
-------------------- ---- ---------- --------- ------------ ------------ ------------ -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles S. Leavell,
Chairman and CEO 1999 $160,000 -0- -0- -0- 110,000 -0- -0-
1998 120,000 -0- -0- -0- 56,000 -0- -0-
1997 90,000 -0- -0- -0- -0- -0- -0-
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Howard Hamburg, VP 1999 $ 85,000 -0- -0- -0- -0- -0- -0-
1998 115,978 -0- -0- -0- 5,000 -0- -0-
1997 112,516 -0- -0- -0- -0- -0- -0-
J. Stanley Gilbert,
COO and President 1999 $120,000 -0- -0- -0- 100,000 -0- -0-
1998 90,000 -0- -0- -0- 40,000 -0- -0-
1997 86,839 -0- -0- -0- -0- -0- -0-
</TABLE>
(1) All executive officers of the Company participate in the Company's group
health insurance plan. However, no Named Executive Officer received
perquisites and other personal benefits which, in the aggregate, exceeded
the lesser of either $50,000 or 10% of the total of annual salary and bonus
paid during the respective years.
OPTIONS GRANTED DURING FISCAL 1999
The following table shows option grants during fiscal 1999 to the Named
Executive Officers of the Company.
<TABLE>
<CAPTION>
Options Granted Percent of Total Exercise Expiration
Name in Fiscal 1999 Options Granted Price Date
---- --------------- ---------------- -------- ----------
<S> <C> <C> <C> <C>
Charles S. Leavell 110,000 40% .58 2004
Howard Hamburg 0 0 N/A N/A
J. Stanley Gilbert 100,000 36% .53 2004
</TABLE>
AGGREGATED OPTION EXERCISES DURING FISCAL 1999 AND FISCAL YEAR-END OPTION VALUES
The following table provides information related to the number and value of
options held by the Named Executive Officers as of December 31, 1999. The
Company does not have any outstanding stock appreciation rights.
9
<PAGE>
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised In-the-Money
Options/SARs at Option/SARs
Value FY-end (#) at FY-End ($)(1)
Shares Acquired Realized Exercisable/ Exercisable/
Name on Exercise (#) ($) Unexercisable Unexercisable
---- ---------------- -------- --------------- --------------------
<S> <C> <C> <C> <C>
Charles S. Leavell -0- $-0- 56,000/110,000 0/0
Howard Hamburg -0- $-0- 5,000/0 0/0
J. Stanley Gilbert -0- $-0- 40,000/100,000 0/0
</TABLE>
(1) The value of unexercised options is determined by calculating the
difference between the fair market value of the securities underlying the
options at fiscal period end and the exercise price of the options.
EMPLOYMENT AGREEMENTS
Effective December 11, 1998 the Company entered into an Employment Agreement
with Charles S. Leavell, CEO, and J. Stanley Gilbert, President and COO. The
agreements become effective at such time as a change of control (as defined by
the acquisition by any individual, entity or group of 30% of more of the then
outstanding shares of common stock of the Company or the combined voting power
of the then outstanding voting securities of the Company) takes place. These
agreements have a term of three years beginning with a change in control of the
Company.
DIRECTOR COMPENSATION
During the fiscal year ended December 31, 1999, Directors, other than Mr.
Geller, Mr. Schwartz, Mr. Gilbert and Mr. Leavell, received no cash compensation
for their services as such, however they were reimbursed for their expenses
associated with attendance at meetings or otherwise incurred in connection with
the discharge of their duties as Directors of the Company. During July 1997, the
Board of Directors authorized the granting of options to outside directors
representing the right to acquire up to 8,000 shares (retroactively adjusted for
the February 1998 one-for-five reverse stock split) for each year that a
director serves on the Board. These options are to be granted in lieu of cash
compensation. Directors who are also executive officers of the Company receive
no additional compensation for their services as Directors.
GELLER AGREEMENT
Effective April 1, 1994, the Company appointed Robert M. Geller to serve on the
Board of Directors' of the Company. As a Director, Mr. Geller receives
compensation as outlined in the above section entitled Director Compensation. In
addition, Mr. Geller provides consulting
10
<PAGE>
services to the company. For these services, Mr. Geller received cash
compensation in the amount of $22,950 in 1998 and $35,000 in 1999.
SCHWARTZ COMPENSATION
During 1999, Mr. Schwartz provided consulting services to the Company. He
received $37,500 for these services.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Messrs. Geller, Schwartz and Leavell. Mr.
Leavell, who is Chief Executive Officer and a director of the Company,
participates in all discussions and decisions regarding salaries, benefits and
incentive compensation for all employees of the Company, except discussions and
decisions relating to his own salary, benefits and incentive compensation.
COMPENSATION COMMITTEE REPORT
GENERAL COMPENSATION PHILOSOPHY
Currently, the primary elements of the executives' total compensation
program are base salary, annual incentives, and long-term incentives. In
general, the compensation program promotes a pay-for-performance philosophy by
placing a significant portion of total compensation "at risk" while providing
compensation opportunities which are comparable to market levels.
The Company's executive compensation package consists of three main
components: (i) base salary; (ii) annual bonuses based on Company performance;
and (iii) stock options. The base salary of each of the named executive officers
is determined annually after considering the responsibilities and performance of
the individual officer.
CEO COMPENSATION
Charles S. Leavell has been serving as Chief Executive Officer and Chairman
since June 20, 1996. In fiscal 1999, Mr. Leavell was compensated in accordance
with the factors discussed in General Compensation Philosophy, above.
PRICE RANGE OF COMMON STOCK
Since December 21, 1998, the Company's Common Stock has been traded on the
OTC Bulletin Board under the symbol FAIRC. From August 21, 1997 to December 21,
1998, the
11
<PAGE>
Company's Common Stock traded in the Nasdaq Small Cap Market and from September
1, 1995 to August 21, 1997, it traded on the Nasdaq National Market. From
December 9, 1996, to January 27, 1998, the Company's Common Stock was also
traded on the Philadelphia Stock Exchange. The following table reflects the high
and low prices of the Company's Common Stock for each quarterly period of the
two most recent calendar years and the subsequent interim quarters retroactively
adjusted for a 1-for-5 reverse stock split in February 1998. The prices reflect
the high and low sales bid prices. The quotations represent prices between
broker-dealers and do not include retail mark-ups and mark-downs or any
commission to the broker-dealer and may not reflect prices in actual
transactions.
<TABLE>
<CAPTION>
Calendar Years High Low
-------------- ---- ---
<S> <C> <C>
1998
First Quarter ended March 31 1.625 0.625
Second Quarter ended June 30 1.12 0.375
Third Quarter ended September 30 1.46 0.437
Fourth Quarter ended December 31 0.937 0.937
1999
First Quarter ended March 31 0.9375 0.28
Second Quarter ended June 30 0.60 0.3984
Third Quarter ended September 30 0.55 0.3594
Fourth Quarter ended December 31 0.375 0.19
2000
Period ended March 31 0.4 0.19
Period ended June 30 0.35 0.20
Period ended September 30 0.281250 0.156250
</TABLE>
As of September 30, 2000, there were approximately 148 shareholders of
record.
CERTAIN TRANSCACTIONS
SHORT-TERM NOTES-1998
During the first four months of fiscal 1998, the Company raised $498,000 of
short-term capital. These funds were provided by Charles S. Leavell ($100,000),
Chairman of the Board of Directors, two directors and two officers of the
Company (an aggregate of $198,000) and three other investors. The loans allowed
interest at 6% per quarter and were secured by substantially all of the
Company's assets other than its real estate. The investors also were granted a
five-year warrant to purchase one share of common stock for each $2.50 loaned to
the Company at an exercise price of $1.50 per share. These loans were repaid in
August of 1998.
12
<PAGE>
SHORT-TERM NOTES-1999
During the first four months of fiscal 1999 the Company raised $500,000 of
short-term capital. These funds were provided by Charles S. Leavell ($100,000),
Chairman of the Board of Directors, two directors and two officers of the
Company (an aggregate of $225,000) and three other investors. The loans provided
for interest at 4.5% per quarter and were secured by existing monies and future
revenues from the Company's Faires. The investors also were granted a five-year
warrant to purchase one share of common stock for each $5.00 loaned to the
Company at an exercise price equal to the average closing bid price for the
Company's common stock for the five business days immediately preceding the
closing of each loan. These loans were retired during July 1999.
12% SUBORDINATED NOTES-2000
During the first six months of fiscal 2000, the Company raised capital in the
amount of $575,000 through the issuance of 12% subordinated promissory notes.
These funds were provided by Charles S. Leavell ($250,000), Chairman of the
Board of Directors, J. Stanley Gilbert ($225,000), Member of the Board of
Directors, and one other investor. The notes were issued in units, each unit
consisting of two promissory notes of equal principal amounts, identical in
nature except that one note is convertible to common stock at a price of $0.30
per share. Interest is due and payable quarterly and the notes mature August 31,
2001.
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal period ended December 31, 1999, all
required reports were timely filed.
STOCKHOLDER PROPOSALS
No definitive date for the 2001 Annual Meeting of Stockholders has been
established. Qualifying stockholders may submit proposals that are consistent
with the Company's By-laws and federal securities laws to the Company for
inclusion in the Company's proxy material relating to the 2001 Annual Meeting.
The Company must receive such proposals at its business address (set forth at
the beginning of this Proxy Statement) a reasonable time before the Company
begins to print the proxy materials for the 2001 Annual Meeting.
OTHER MATTERS
The Board of Directors does not intend to bring before the meeting any
business other than as set forth in this Proxy Statement, and has not been
informed that any other business is to
13
<PAGE>
be presented to the meeting. However, if any matters other than those referred
to above should properly come before the meeting, it is the intention of the
persons named in the enclosed Proxy to vote such Proxy in accordance with their
best judgment.
Please sign and return promptly the enclosed Proxy in the envelope
provided. The signing of a Proxy will not prevent your attending the meeting and
voting in person.
Dated: November 1, 2000 BY ORDER OF THE BOARD OF DIRECTORS
Charles S. Leavell
Chief Executive Officer
14
<PAGE>
RENAISSANCE ENTERTAINMENT CORPORATION
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned having duly received the Notice of Annual Meeting and the
Proxy Statement dated November 1, 2000, hereby appoints the Chief Executive
Officer, Charles S. Leavell, and the President, J. Stanley Gilbert, as proxies
(each with the power to act alone and with the power of substitution and
revocation) to represent the undersigned and to vote, as designated below, all
common shares of Renaissance Entertainment Corporation held of record by the
undersigned on October 27, 2000, at the Annual Meeting of Shareholders to be
held on December 5, 2000, at 275 Century Circle, Suite 102, Louisville,
Colorado, at 10:00 a.m. Mountain Time, and at any adjournment thereof.
1. AUTHORITY TO VOTE FOR ELECTION OF CHARLES S. LEAVELL, SANFORD L. SCHWARTZ,
ROBERT M. GELLER, THOMAS BROWN AND J. STANLEY GILBERT TO SERVE AS
DIRECTORS. You may withhold authority to vote for a nominee by lining
through his name.
/ / GRANT / / WITHHOLD
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING
/ / FOR / / AGAINST / / ABSTAIN
This Proxy, when properly executed, will be voted in the manner directed on
the Proxy be the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF EACH OF THE NOMINEES TO THE BOARD LISTED IN
PROPOSAL 1 AND FOR PROPOSAL 2.
Please sign exactly as your name appears on this card. When shares are held
by joint tenants, both should sign. If signing as attorney, guardian, executor,
administrator or trustee, please give full title as such. If a corporation,
please sign in the corporate name by the president or other authorized officer.
If a partnership, please sign in the partnership name by an authorized person.
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(Signature)
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(Signature, if held jointly)
Dated: ___________________________, 2000
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
RETURN ENVELOPE.
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