-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NrsCw8azMGlR4KDVvVdcisNWxejWFAT03HpE70ESb2Mu/6qHbk+5Vr7hBTH/0411 xz51FCRp7mf8qvmOq/UwbQ== 0000950153-03-000941.txt : 20030505 0000950153-03-000941.hdr.sgml : 20030505 20030505160717 ACCESSION NUMBER: 0000950153-03-000941 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20030505 GROUP MEMBERS: AUDREY K. TASSINARI GROUP MEMBERS: JEANNE HOOD GROUP MEMBERS: STEPHEN K. BANNON GROUP MEMBERS: STEVEN G. BARRINGER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN VANTAGE COMPANIES CENTRAL INDEX KEY: 0000315428 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 042709807 STATE OF INCORPORATION: NV FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41714 FILM NUMBER: 03682270 BUSINESS ADDRESS: STREET 1: 6787 W TROPICANA STREET 2: SUITE 200 CITY: LAS VEGAS STATE: NV ZIP: 89103 BUSINESS PHONE: 7022279800 MAIL ADDRESS: STREET 1: 6243 INDUSTRIAL RD CITY: LAS VEGAS STATE: NV ZIP: 89118 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CASINO ENTERPRISES INC /NV/ DATE OF NAME CHANGE: 19950912 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN ENTERPRISES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CASINO ENTERPRISES INC DATE OF NAME CHANGE: 19850624 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TASSINARI RONALD J CENTRAL INDEX KEY: 0000937413 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6243 INDUSTRIAL ROAD STREET 2: # 200 CITY: LAS VEGAS STATE: NV ZIP: 89103 BUSINESS PHONE: 7022279800 MAIL ADDRESS: STREET 1: 6787 W TROPICANA AVE STREET 2: STE 200 CITY: LAS VEGAS STATE: NV ZIP: 89103 SC 13D 1 p67783sc13d.htm SC 13D sc13d
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.      )*

AMERICAN VANTAGE COMPANIES

(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

03037B106
(CUSIP Number)

Jack Becker, Esq.
Snow Becker Krauss P.C.
605 Third Avenue, New York, New York 10158-0125
(212) 687-3860
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)

April 16, 2003
(Date of Event which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [  ].

     Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to who copies are to be sent.

     * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1

Table of Contents

CUSIP No. 03037B106

             
1)   Name of Reporting Person - I.R.S. Identification No. of person
    Ronald J. Tassinari
             
2)   Check the Appropriate Box if a Member of a Group (See Instructions)
                    (a) [X]
                    (b) [   ]
             
3)   SEC Use Only
             
4)   Source of Funds (See Instructions)
    OO (SEE ITEM 3)
             
5)   Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [   ]
             
6)   Citizenship or Place of Organization
    U.S.A.        
             
        7)   Sole Voting Power
            80,560
             
       
NUMBER   8)   Shared Voting Power
OF SHARES       1,299,580
BENEFICIALLY  
OWNED BY   9)   Sole Dispositive Power
EACH       80,560
REPORTING        
PERSON WITH  
        10)   Shared Dispositive Power
            1,299,580
             
11)   Aggregate Amount Beneficially Owned by Each Reporting Person
    1,380,140
             
12)   Check Box if the Aggregate Amount in Row (11) Excludes Certain
    Shares (See Insructions)  [   ]
             
13)   Percent of Class Represented by Amount in Row (11)
    23.8%        
             
14)   Type of Reporting Person (See Instructions)
    IN        
             

2

Table of Contents

CUSIP No. 03037B106

             
1)   Name of Reporting Person - I.R.S. Identification No. of person
    Audrey K. Tassinari
             
2)   Check the Appropriate Box if a Member of a Group (See Instructions)
                    (a) [X]
                    (b) [  ]
             
3)   SEC Use Only
             
4)   Source of Funds (See Instructions)
    OO (SEE ITEM 3)
             
5)   Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [   ]
             
6)   Citizenship or Place of Organization
    U.S.A.        
             
        7)   Sole Voting Power
            27,778
             
       
NUMBER   8)   Shared Voting Power
OF SHARES       1,352,362
BENEFICIALLY        
OWNED BY  
EACH   9)   Sole Dispositive Power
REPORTING       27,778
PERSON WITH        
       
        10)   Shared Dispositive Power
            1,352,362
             
11)   Aggregate Amount Beneficially Owned by Each Reporting Person
    1,380,140
             
12)   Check Box if the Aggregate Amount in Row (11) Excludes Certain
    Shares (See Instructions)  [   ]
             
13)   Percent of Class Represented by Amount in Row (11)
    23.8%        
             
14)   Type of Reporting Person (See Instructions)
    IN        
             

3

Table of Contents

CUSIP No. 03037B106

             
1)   Name of Reporting Person - I.R.S. Identification No. of person
    Stephen K. Bannon
             
2)   Check the Appropriate Box if a Member of a Group (See Instructions)
                    (a) [X]
                    (b) [  ]
             
3)   SEC Use Only
             
4)   Source of Funds (See Instructions)
    OO (SEE ITEM 3)
             
5)   Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [   ]
             
6)   Citizenship or Place of Organization
    U.S.A.        
             
        7)   Sole Voting Power
            200,000
             
       
NUMBER   8)   Shared Voting Power
OF SHARES       824,811
BENEFICIALLY        
OWNED BY  
EACH   9)   Sole Dispositive Power
REPORTING       200,000
PERSON WITH        
       
        10)   Shared Dispositive Power
            824,811
             
11)   Aggregate Amount Beneficially Owned by Each Reporting Person
    1,024,811
             
12)   Check Box if the Aggregate Amount in Row (11) Excludes Certain
    Shares (See Instructions)  [  ]
             
13)   Percent of Class Represented by Amount in Row (11)
    17.4%        
             
14)   Type of Reporting Person (See Instructions)
    IN        
             

4

Table of Contents

CUSIP No. 03037B106

             
1)   Name of Reporting Person - I.R.S. Identification No. of person
    Jeanne Hood
             
2)   Check the Appropriate Box if a Member of a Group (See Instructions)
                    (a) [X]
                    (b) [  ]
             
3)   SEC Use Only
             
4)   Source of Funds (See Instructions)
    OO (SEE ITEM 3)
             
5)   Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [   ]
             
6)   Citizenship or Place of Organization
    U.S.A.        
             
        7)   Sole Voting Power
            77,501
             
       
NUMBER   8)   Shared Voting Power
OF SHARES       824,811
BENEFICIALLY        
OWNED BY  
EACH   9)   Sole Dispositive Power
REPORTING       77,501
PERSON WITH        
       
        10)   Shared Dispositive Power
            824,811
             
11)   Aggregate Amount Beneficially Owned by Each Reporting Person
    902,312
             
12)   Check Box if the Aggregate Amount in Row (11) Excludes Certain
    Shares (See Instructions)  [   ]
             
13)   Percent of Class Represented by Amount in Row (11)
    15.7%        
             
14)   Type of Reporting Person (See Instructions)
    IN        
             

5

Table of Contents

CUSIP No. 03037B106

             
1)   Name of Reporting Person - I.R.S. Identification No. of person
    Steven G. Barringer
             
2)   Check the Appropriate Box if a Member of a Group (See Instructions)
                    (a) [X]
                    (b) [  ]
             
3)   SEC Use Only
             
4)   Source of Funds (See Instructions)
    OO (SEE ITEM 3)
             
5)   Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [   ]
             
6)   Citizenship or Place of Organization
    U.S.A.        
             
        7)   Sole Voting Power
            45,000
             
       
NUMBER   8)   Shared Voting Power
OF SHARES       824,811
BENEFICIALLY        
OWNED BY  
EACH   9)   Sole Dispositive Power
REPORTING       45,000
PERSON WITH        
       
        10)   Shared Dispositive Power
            824,811
             
11)   Aggregate Amount Beneficially Owned by Each Reporting Person
    869,811
             
12)   Check Box if the Aggregate Amount in Row (11) Excludes Certain
    Shares (See Instructions)  [   ]
             
13)   Percent of Class Represented by Amount in Row (11)
    15.2%        
             
14)   Type of Reporting Person (See Instructions)
    IN        
             

6

Item 1.Security and Issuer.
Item 2.Identity and Background.
Item 3. Source and Amount of Funds or Other Consideration.
Item 4. Purpose of Transaction.
Item 5. Interest in Securities of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
SIGNATURES
Index to Exhibits
EX-1
EX-4
EX-5
EX-6
EX-7
EX-8
EX-9
EX-10
EX-11
EX-12
EX-13

Table of Contents

Introductory Explanation

This Schedule 13D is the original Schedule 13D (the “Group Schedule 13D”) being filed by the members of the board of directors of American Vantage Company (the “Issuer”), as a group. This Schedule 13D also amends and supplements (a) the Schedule 13D Statement of Ronald J. Tassinari with respect to the Issuer’s common stock, par value $.01 per share (the “Common Stock”), as amended by amendments numbered 1 through 15 (collectively, the “R. Tassinari Schedule 13D”), to the extent the information provided in this Schedule 13D relates to Mr. Tassinari, and (b) the Schedule 13D Statement of Audrey K. Tassinari with respect to the Common Stock, as amended by amendments numbered 1 through 5 (collectively, the “A. Tassinari Schedule 13D”), to the extent the information provided in this statement relates to Ms. Tassinari.

Item 1.   Security and Issuer.

Item 1 of the Group Schedule 13D shall read, and Item 1 of the R. Tassinari Schedule 13D and Item 1 of the A. Tassinari Schedule 13D are hereby amended and supplemented to read, in their entities as follows:

      This Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.01 per share (the “Common Stock”) of American Vantage Companies, a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at 7674 West Lake Mead Boulevard, Suite 108, Las Vegas, Nevada 89128.

Item 2.     Identity and Background.

Item 2 of the Group Schedule 13D shall read in its entirety as follows:

  (a)   This Statement is being filed by the following persons as members of the Board of Directors of the Issuer (collectively, the “Reporting Persons”):
 
    (i) Ronald J. Tassinari
 
    (ii) Audrey K. Tassinari
 
  (iii) Stephen K. Bannon
 
  (iv) Jeanne Hood
 
  (v) Steven G. Barringer
 
  (b) (i) The business address of Ronald J. Tassinari is c/o American Vantage Companies, 7674 West Lake Mead Boulevard, Suite 108, Las Vegas, Nevada 89128.
 
  (ii) The business address of Audrey K. Tassinari is c/o American Vantage Companies, 7674 West Lake Mead Boulevard, Suite 108, Las Vegas, Nevada 89128.
 
  (iii) The business address of Stephen K. Bannon is c/o The Firm, 9100 Wilshire Blvd., Suite 100, West Beverly Hills, California 90212.
 
  (iv) The business address of Jeanne Hood is c/o American Vantage Companies, 7674 West Lake Mead Boulevard, Suite 108, Las Vegas, Nevada 89128.
 
  (v) The business address of Steven G. Barringer is c/o MGN, Inc. and Steven G. Barringer P.L.L.C., 101 Constitution Avenue, NW, Suite 800, Washington, D.C. 20001.
 
  (c) (i) Ronald J. Tassinari is Chief Executive Officer, President and a director of the Issuer.

7

Table of Contents

  (ii)   Audrey K. Tassinari is a director of the Issuer.
 
  (iii)   Stephen K. Bannon is Head, Strategic Advisory Services, for The Firm, a leading talent management company in the entertainment and media industries. Its principal office is located at 9100 Wilshire Blvd., Suite 100, West Beverly Hills, California 90212. Mr. Bannon is also a director of the Issuer.
 
  (iv)   Jeanne Hood is a director to a number of companies, including the Issuer.
 
  (v)   Steven G. Barringer is a member of the firm, MGN, Inc., a government relations firm, and is also a practicing attorney and maintains his own law practice, Steven G. Barringer, P.L.L.C, which provides legal services to the public. The principal office of both MGN, Inc. and Steven G. Barringer, P.L.L.C is located at 101 Constitution Avenue NW, Suite 800, Washington, D.C. 20001. Mr. Barringer is also a director of the Issuer.
 
  (d)-(e)   None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
 
  (f)   Each of the Reporting Persons is a citizen of the United States.

In addition, Items 2(b) and 2(c) of the R. Tassinari Schedule 13D is amended and supplemented by the forgoing provisions of Items 2(b)(i) and 2(c)(i) of this Schedule 13D, to the extent such provisions update the business address and principal occupations of Mr. Tassinari, and Items 2(b) and 2(c) of the A. Tassinari Schedule 13D is amended and supplemented by the forgoing provisions of Items 2(b)(ii) and 2(c)(ii) of this Schedule 13D, to the extent such provisions update the business address and principal occupations of Ms. Tassinari.

Item 3.   Source and Amount of Funds or Other Consideration.

Item 3 of the Group Schedule 13D shall read in its entirety as follows:

  (a)   The Reporting Persons
 
      On April 16, 2003, YaYa, LLC (“YaYa”) acquired 824,811 shares (the “Shares”) of Common Stock pursuant to an Asset Purchase Agreement, dated as of April 16, 2003 (the “Asset Purchase Agreement”), by and among YaYa, the Issuer and YaYa Media, Inc., a wholly-owned subsidiary of the Issuer, in exchange for the sale of substantially all of the assets of YaYa. Pursuant to a Voting Agreement, dated as of April 16, 2003 (the “Voting Agreement”), between YaYa, the Issuer and Ronald J. Tassinari, YaYa has agreed to vote the Shares (as well as any other shares of Common Stock acquired by YaYa) as directed by the Board of Directors of the Issuer, whose members currently are the Reporting Persons, with the exception of specified transactions set forth in the Voting Agreement. In connection therewith, YaYa granted an irrevocable proxy, coupled with an interest, to Ronald J. Tassinari for the sole purpose of voting the Shares as directed by the Board of Directors of the Issuer.
 
  (b)   Ronald J. Tassinari
 
      On April 16, 2003, Mr. Tassinari was granted a ten-year option pursuant to the Issuer’s 1996 Stock Option Plan to purchase 25,000 shares of Common Stock at $1.41 per share, which became

8

Table of Contents

      exercisable immediately. The grant of such option was made in connection with Mr. Tassinari’s new employment agreement with the Issuer.
 
      On February 4, 2000, Mr. Tassinari was granted a ten-year option pursuant to the Issuer’s 1991 Officers Stock Option Plan to purchase 11,696 shares of Common Stock at $1.125 per share, which became exercisable immediately. The grant of such option was made in connection with past services rendered by Mr. Tassinari to the Issuer.
 
      On February 4, 2000, Mr. Tassinari was granted a ten-year option pursuant to the Issuer’s 1992 Employee Stock Option Plan to purchase 43,859 shares of Common Stock at $1.125 per share, which became exercisable immediately. The grant of such option was made in connection with past services rendered by Mr. Tassinari to the Issuer.
 
      Should Mr. Tassinari exercise his options as described above, he anticipates that the source of consideration to be paid to the Issuer will be from his personal funds.
 
      In May 1998, Ronald J. Tassinari transferred an aggregate of 190,399 shares (after giving effect to the Issuer’s one-for-three (1:3) reverse stock split (including 333 shares held jointly with his spouse) effected on November 30, 1999) of Common Stock to the Tassinari Family Trust in which Mr. Tassinari and his wife, Audrey K. Tassinari, are the trustees and beneficiaries (the “Tassinari Family Trust”). In November 2000, Mr. Tassinari transferred an additional 58,400 shares of Common Stock to the Tassinari Family Trust.
 
    (c) Audrey K. Tassinari
 
      On February 4, 2000, Mrs. Tassinari was granted a ten-year option pursuant to the Issuer’s 1992 Employee Stock Option Plan to purchase 27,778 shares of Common Stock at $1.125 per share, which became exercisable immediately. The grant of such option was made in connection with past services rendered by Ms. Tassinari to the Issuer.
 
      Should Ms. Tassinari exercise her options as described above, she anticipates that the source of consideration to be paid to the Issuer will be from her personal funds.
 
      In May 1998, Audrey K. Tassinari transferred an aggregate of 74,472 shares (after giving effect to the Issuer’s one-for-three (1:3) reverse stock split (including 333 shares held jointly with her spouse) effected on November 30, 1999) of Common Stock to the Tassinari Family Trust. In November 2000, Mrs. Tassinari transferred an additional 72,033 shares of Common Stock to the Tassinari Family Trust.
 
    (c) Stephen K. Bannon
 
      On October 25, 2002, Stephen K. Bannon was granted a ten-year option pursuant to the Issuer’s 1996 Stock Option Plan to purchase 25,000 shares of Common Stock at $1.26 per share. Such option is exercisable as follows (i) 12,500 shares became exercisable immediately and (ii) 12,500 shares become exercisable on May 23, 2003 (within 60 days from the date of this Statement). The grant of such option was made in connection with Mr. Bannon’s appointment as a director of the Issuer.
 
      Steven K. Bannon was granted a ten-year option pursuant to the Issuer’s 1996 Stock Option Plan to purchase 175,000 shares of Common Stock at $1.41 per share. The grant of such option was made in connection with Mr. Bannon’s appointment to the Issuer’s advisory group (the “Advisory Group”), which was established for the purpose of conducting initial reviews of merger and acquisition candidates for the Issuer. The shares issuable under such option were only to become

9

Table of Contents

      exercisable upon the consummation of a merger or acquisition transaction with a third party during the term of the Advisory Group. The Issuer acquired YaYa, LLC on April 16, 2003. As a result of such acquisition, such option is now exercisable.

Should Mr. Bannon exercise his options as described above, he anticipates that the source of consideration to be paid to the Issuer will be from his personal funds.
 
    (d) Jeanne Hood
 
      On November 28, 1994, Jeanne Hood was granted a three-year option to purchase 16,667 shares of Common Stock (after giving effect to the Issuer’s one-for-three (1:3) reverse stock split effected on November 30, 1999) at $2.07 per share, exercisable immediately. The grant of such option was made in connection with services rendered by Ms. Hood to the Issuer. In November 1997, Ms. Hood exercised such option. Ms. Hood used personal funds to exercise such option.
 
      On February 4, 2000, Jeanne Hood was granted a ten-year option pursuant to the Issuer’s 1996 Stock Option Plan to purchase 33,334 shares of Common Stock at $1.125 per share, exercisable upon grant. The grant of such option was made in connection with past services rendered by Ms. Hood to the Issuer.
 
      On June 28, 2001, Ms. Hood was granted a ten-year option pursuant to the Issuer’s 1996 Stock Option Plan to purchase 7,500 shares of Common Stock at $1.65 per share, exercisable upon grant. The grant of such option was made in connection with Ms. Hood’s appointment to the Issuer’s special committee (the “Special Committee”) which was established for the purpose of evaluating a potential acquisition candidate for the Issuer.
 
      On October 25, 2002, Ms. Hood was granted a ten-year option pursuant to the Issuer’s 1996 Stock Option Plan to purchase 20,000 shares of Common Stock at $1.26 per share, exercisable immediately upon grant. The grant of such option was made in connection with Ms. Hood’s appointment as Chairman of the Audit Committee of the Issuer.
 
      Should Ms. Hood exercise her options as described above, she anticipates that the source of consideration to be paid to the Issuer will be from her personal funds.
 
    (f) Steven G. Barringer
 
      On February 6, 1998, was granted a ten-year option pursuant to the Issuer’s 1996 Stock Option Plan to purchase 25,000 shares of Common Stock (after giving effect to the Issuer’s one-for-three (1:3) reverse stock split effected on November 30, 1999) at $3.57 per share, exercisable as follows: (i) 5,000 shares became exercisable on February 6, 1998, (ii) 8,333 shares became exercisable on February 6, 1999 and (iii) 11,667 shares became exercisable on February 6, 2000. The grant of such option was made in connection with Mr. Bannon’s appointment as a director of the Board of Directors of the Issuer.
 
      On October 25, 2002, Mr. Barringer was granted a ten-year option pursuant to the Issuer’s 1996 Stock Option Plan to purchase 20,000 shares of Common Stock at $1.26 per share, exercisable upon grant. The grant of such option was made in connection with Ms. Barringer’s appointment as Chairman of the Compensation Committee of the Issuer.
 
      Should Mr. Barringer exercise his options as described above, he anticipates that the source of consideration to be paid to the Issuer will be from his personal funds.

10

Table of Contents

In addition, Item 3 of the R. Tassinari Schedule 13D is amended and supplemented to read in its entirety as set forth in the foregoing Item 3(b) of this Schedule 13D and Item 3 of the A. Tassinari Schedule 13D is amended and supplemented to read in its entirety as set forth in the foregoing Item 3(c) of this Schedule 13D.

Item 4.   Purpose of Transaction.

Item 4 of the Group Schedule 13D shall read in its entirety as follows:

    (a) The Reporting Persons
 
      YaYa acquired the Shares in connection with the sale of substantially all of its assets to YaYa Media, Inc., a wholly-owned subsidiary of the Issuer, pursuant to the Asset Purchase Agreement. YaYa has agreed to vote the Shares (as well as any other shares of Common Stock acquired by YaYa) as directed by the Board of Directors of the Issuer, whose members currently are the Reporting Persons, with the exception of specified transactions, pursuant to the Voting Agreement. In connection therewith, YaYa granted an irrevocable proxy, coupled with an interest, to Ronald J. Tassinari for the sole purpose of voting the Shares as directed by the Board of Directors of the Issuer.
 
      Except as otherwise described herein, neither of the Reporting Person have any plans or proposals as of the date hereof which relate to or would result in any of the actions or events enumerated in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D.
 
    (b) Ronald J. Tassinari
 
      The options granted to Mr. Tassinari as set forth in Item 3 was granted to Mr. Tassinari as consideration for services rendered.
 
      Mr. Tassinari transferred shares owned by him to the Tassinari Family Trust for purposes of forming a family trust with his wife, for which they are both the trustees and beneficiaries.
 
    (c) Audrey K. Tassinari
 
      The options granted to Ms. Tassinari as set forth in Item 3 was granted to Ms. Tassinari as consideration for services rendered.
 
      Ms. Tassinari transferred shares owned by her to the Tassinari Family Trust for purposes of forming a family trust with her husband, for which they are both the trustees and beneficiaries.
 
    (d) Stephen K. Bannon
 
      The options granted to Mr. Bannon as set forth in Item 3 were granted to Mr. Bannon as an incentive to his performance in his capacity as a director of the Issuer and as a member of the Advisory Group.
 
    (e) Jeanne Hood
 
      The options granted to Ms. Hood as set forth in Item 3 were granted to Ms. Hood as consideration for services rendered to the Issuer and as an incentive to her performance in her capacity as a director of the Issuer, as a member of the Special Committee and as Chairman of the Audit Committee of the Issuer.

11

Table of Contents

    (f) Steven G. Barringer
 
      The option granted to Mr. Barringer as set forth in Item 3 was granted to Mr. Barringer as an incentive to his performance in his capacity as a director of the Issuer and as Chairman of the Compensation Committee of the Issuer.

In addition, Item 4 of the R. Tassinari Schedule 13D is amended and supplemented to read in its entirety as set forth in the foregoing Item 4(b) of this Schedule 13D and Item 3 of the A. Tassinari Schedule 13D is amended and supplemented to read in its entirety as set forth in the foregoing Item 4(c) of this Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Group Schedule 13D shall read in its entirety as follows:

  (a)   (i)    As of the date of this Statement, Ronald J. Tassinari beneficially owns 1,380,140 or approximately 23.8% shares of Common Stock, which includes (A) 824,811 shares owned of record by YaYa as to which the Board of Directors of the Issuer, of which Mr. Tassinari is a member, has the power to vote pursuant to the Voting Agreement, (B) 3,698 shares of our common stock owned of record by Mr. Tassinari, his spouse and adult son, as joint tenants, (C) 443,293 shares owned by the Tassinari Family Trust, a family trust in which Mr. Tassinari and his wife are trustees and beneficiaries with sole voting rights, (D) 80,555 shares issuable upon exercise of options granted to Mr. Tassinari, which shares are exercisable within the next 60 days, and (E) 27,778 shares issuable upon exercise of options granted to Mr. Tassinari’s wife, which shares are exercisable within the next 60 days. Mr. Tassinari disclaims beneficial ownership to the (x) 27,778 shares underlying options granted his wife and (y) 221,646 shares held by the Tassinari Family Trust in excess of his pecuniary interest in such trust. Such beneficial ownership percentage is based upon 5,690,667 shares of Common Stock issued and outstanding reflecting disclosures in the Issuer’s Form 10-QSB for its quarterly period ended January 31, 2003 and Form 8-K (Date of Report: April 16, 2003).
 
      (ii)   As of the date of this Statement, Audrey K. Tassinari beneficially owns 1,380,140 or approximately 23.8% shares of Common Stock, which includes (A) 824,811 shares owned of record by YaYa as to which the Board of Directors of the Issuer, of which Ms. Tassinari is a member, has the power to vote pursuant to the Voting Agreement, (B) 3,698 shares of our common stock owned of record by Ms. Tassinari, her spouse and adult son as joint tenants, (C) 443,293 shares owned by the Tassinari Family Trust, a family trust in which Ms. Tassinari and her husband are trustees and beneficiaries with sole voting rights, (D) 27,778 shares issuable upon exercise of options granted to Ms. Tassinari, which shares are exercisable within the next 60 days, and (E) 80,560 shares beneficially owned by Ms. Tassinari’s husband, including 80,555 shares issuable upon exercise of options granted to Ms. Tassinari’s husband which are exercisable within the next 60 days. Ms. Tassinari disclaims beneficial ownership to the (x) 80,560 shares beneficially owned by her husband and (y) 221,647 shares held by the Tassinari Family Trust in excess of her pecuniary interest in such trust. Such beneficial ownership percentage is based upon 5,690,667 shares of Common Stock issued and outstanding reflecting disclosures in the Issuer’s Form 10-QSB for its quarterly period ended January 31, 2003 and Form 8-K (Date of Report: April 16, 2003).
 
      (iii)   As of the date of this Statement, Stephen K. Bannon beneficially owns 1,024,811 or approximately 17.4% shares of Common Stock, which includes (A) 824,811 shares owned of record by YaYa as to which the Board of Directors of the Issuer, of which Mr.

12

Table of Contents

          Bannon is a member, has the power to vote pursuant to the Voting Agreement and (B) 200,000 shares issuable upon exercise of options granted to Mr. Bannon, which shares are exercisable within the next 60 days. Such beneficial ownership percentage is based upon 5,690,667 shares of Common Stock issued and outstanding reflecting disclosures in the Issuer’s Form 10-QSB for its quarterly period ended January 31, 2003 and Form 8-K (Date of Report: April 16, 2003).
 
      (iv)   As of the date of this Statement, Jeanne Hood beneficially owns 902,312 or approximately 15.7% shares of Common Stock, which includes (A) 824,811 shares owned of record by YaYa as to which the Board of Directors of the Issuer, of which Ms. Hood is a member, has the power to vote pursuant to the Voting Agreement and (B) 60,834 shares issuable upon exercise of options granted to Ms. Hood, which shares are exercisable within the next 60 days. Such beneficial ownership percentage is based upon 5,690,667 shares of Common Stock issued and outstanding reflecting disclosures in the Issuer’s Form 10-QSB for its quarterly period ended January 31, 2003 and Form 8-K (Date of Report: April 16, 2003).
 
      (v)   As of the date of this Statement, Steven G. Barringer beneficially owns 869,811 or approximately 15.2% shares of Common Stock, which includes (A) 824,811 shares owned of record by YaYa as to which the Board of Directors of the Issuer, of which Mr. Barringer is a member, has the power to vote pursuant to the Voting Agreement and (B) 45,000 shares issuable upon exercise of options granted to Mr. Barringer, which shares are exercisable within the next 60 days. Such beneficial ownership percentage is based upon 5,690,667 shares of Common Stock issued and outstanding reflecting disclosures in the Issuer’s Form 10-QSB for its quarterly period ended January 31, 2003 and Form 8-K (Date of Report: April 16, 2003).
 
  (b)   (i)   Ronald J. Tassinari has sole disposition and voting power with respect to 80,560 shares of Common Stock and shares investment and voting power with (A) the Board of Directors of the Issuer with respect to 824,811 shares of Common Stock, (B) with his wife with respect to 471,071 shares of Common Stock, and (C) with his wife and adult son with respect to 3,698 shares of Common Stock.
 
      (ii)   Audrey K. Tassinari has sole disposition and voting power with respect to 27,778 shares of Common Stock and shares investment and voting power with (A) the Board of Directors of the Issuer with respect to 824,811 shares of Common Stock, (B) with her husband with respect to 523,853 shares of Common Stock, and (C) with her husband and adult son with respect to 3,698 shares of Common Stock.
 
      (iii)   Stephen K. Bannon has sole disposition and voting power with respect to 200,000 shares of Common Stock and shares investment and voting power with the Board of Directors of the Issuer with respect to 824,811 shares of Common Stock.
 
      (iv)   Jeanne Hood has sole disposition and voting power with respect to 77,501 shares of Common Stock and shares investment and voting power with the Board of Directors of the Issuer with respect to 824,811 shares of Common Stock.
 
      (v)   Steven G. Barringer has sole disposition and voting power with respect to 45,000 shares of Common Stock and shares investment and voting power with the Board of Directors of the Issuer with respect to 824,811 shares of Common Stock.
 
  (c)   Not Applicable.

13

Table of Contents

  (d)   Not Applicable.
 
  (e)   Not Applicable.

In addition, Item 5 of the R. Tassinari Schedule 13D is amended and supplemented to read in its entirety as set forth in the foregoing Items 5(a)(i), 5(b)(i), 5(c), 5(d) and 5(e) of this Schedule 13D and Item 5 of the A. Tassinari Schedule 13D is amended and supplemented to read in its entirety as set forth in the foregoing Items 5(a)(ii), 5(b)(ii), 5(c), 5(d) and 5(e) of this Schedule 13D.

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Group Schedule 13D shall read in its entirety as follows:

  (a)   The Reporting Persons
 
      YaYa acquired the Shares in connection with the sale of substantially all of its assets to YaYa Media, Inc., a wholly-owned subsidiary of the Issuer, pursuant to the Asset Purchase Agreement. The Asset Purchase Agreement provides the Issuer with the right to repurchase the Shares at a purchase price of $1.40 per share and is exercisable in whole or part. This right, exercisable at the Issuer’s sole discretion, is exercisable if YaYa Media, Inc. fails to produce a net profit for the period commencing on April 16, 2003 and terminating on April 30, 2004.
 
      YaYa has agreed, pursuant to the Voting Agreement, to vote the Shares (as well as any other shares of Common Stock acquired by YaYa) as directed by the Board of Directors of the Issuer, whose members are the Reporting Persons, with the exception of specified transactions set forth in the Voting Agreement. In connection therewith, YaYa granted an irrevocable proxy, coupled with an interest, to Ronald J. Tassinari for the sole purpose of voting the Shares as directed by the Board of Directors of the Issuer.
 
  (b)   Ronald J. Tassinari
 
      Ronald J. Tassinari entered into stock option agreements with the Issuer, dated as of February 4, 2000, February 4, 2000 and April 16, 2003, each of which is being filed as an exhibit to this Statement, in connection with Issuer’s grant of options to Mr. Tassinari as set forth in Item 3.
 
  (c)   Audrey K. Tassinari
 
      Audrey K. Tassinari entered into a stock option agreement with the Issuer, dated as of February 4, 2000, which is being filed as an exhibit to this Statement, in connection with Issuer’s grant of options to Ms. Tassinari as set forth in Item 3.
 
  (d)   Stephen K. Bannon
 
      Stephen K. Bannon entered into stock option agreements with the Issuer, dated as of October 25, 2002 and April 16, 2003, each of which is being filed as an exhibit to this Statement, in connection with Issuer’s grant of options to Mr. Bannon as set forth in Item 3.
 
  (e)   Jeanne Hood

14

Table of Contents

      Jeanne Hood entered into stock option agreements with the Issuer, dated as of February 4, 2000, June 28, 2001 and October 25, 2002, each of which is being filed as an exhibit to this Statement, in connection with Issuer’s grant of options to Ms. Hood as set forth in Item 3.
 
  (f)   Steven G. Barringer
 
      Steven G. Barringer entered into stock option agreements with the Issuer, dated as of February 6, 1998 and October 25, 2002, each of which is being filed as an exhibit to this Statement, in connection with Issuer’s grant of options to Mr. Barringer as set forth in Item 3.

In addition, Item 6 of the R. Tassinari Schedule 13D is amended and supplemented by the forgoing provisions of Item 6(a) and 6(b) of this Schedule 13D and Item 6 of the A. Tassinari Schedule 13D is amended and supplemented by the forgoing provisions of Item 6(a) and 6(c) of this Schedule 13D.

Item 7.   Material to be Filed as Exhibits.

Item 7 of the Group Schedule 13D shall read in its entirety as follows:

          Set forth below are the exhibits to this Schedule 13D.

     
Exhibit   Description
 
1   Joint Filing Agreement dated April 28, 2003 among Ronald J. Tassinari, Audrey K. Tassinari, Stephen K. Bannon, Jeanne Hood and Steven G. Barringer.*
     
2   Asset Purchase Agreement dated as of April 16, 2003 among YaYa, LLC, American Vantage Companies and YaYa Media, Inc. (1)
     
3   Voting Agreement dated as of April 16, 2003 by and between YaYa, LLC, American Vantage Companies and Ronald J. Tassinari. (1)
     
4   Stock Option Agreement dated as of April 16, 2003 by and between the Issuer and Ronald J. Tassinari. *
     
5   Stock Option Agreement dated as of February 4, 2000 by and between the Issuer and Ronald J. Tassinari. *
     
6   Stock Option Agreement dated as of February 4, 2000 by and between the Issuer and Audrey K. Tassinari. *
     
7   Stock Option Agreement dated as of April 16, 2003 by and between the Issuer and Stephen K. Bannon. *
     
8   Stock Option Agreement dated as of October 25, 2002 by and between the Issuer and Stephen K. Bannon. *
     
9   Stock Option Agreement dated as of February 4, 2000 by and between the Issuer and Jeanne Hood. *
     
10   Stock Option Agreement dated as of June 28, 2001 by and between the Issuer and Jeanne Hood.*
     
11   Stock Option Agreement dated as of October 25, 2002 by and between the Issuer and Jeanne Hood.*
     
12   Stock Option Agreement dated as of February 6, 1998 by and between the Issuer and Steven G. Barringer.*
     
13   Stock Option Agreement dated as of October 25, 2002 by and between the Issuer and Steven G. Barringer.*
*   Filed herewith.

(1)   Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 16, 2003.

15

Table of Contents

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct.

Dated: April 28, 2003

         
        /s/ Ronald J. Tassinari
       
        Ronald J. Tassinari
         
        /s/ Audrey K. Tassinari
       
        Audrey K. Tassinari
         
        /s/ Stephen K. Bannon
       
        Stephen K. Bannon
         
        /s/ Jeanne Hood
       
        Jeanne Hood
         
        /s/ Steven G. Barringer
       
        Steven G. Barringer

16

Table of Contents

Index to Exhibits

     
Exhibit   Description
 
1   Joint Filing Agreement dated April 28, 2003 among Ronald J. Tassinari, Audrey K. Tassinari, Stephen K. Bannon, Jeanne Hood and Steven G. Barringer.*
     
2   Asset Purchase Agreement dated as of April 16, 2003 among YaYa, LLC, American Vantage Companies and YaYa Media, Inc. (1)
     
3   Voting Agreement dated as of April 16, 2003 by and between YaYa, LLC, American Vantage Companies and Ronald J. Tassinari. (1)
     
4   Stock Option Agreement dated as of April 16, 2003 by and between the Issuer and Ronald J. Tassinari. *
     
5   Stock Option Agreement dated as of February 4, 2000 by and between the Issuer and Ronald J. Tassinari. *
     
6   Stock Option Agreement dated as of February 4, 2000 by and between the Issuer and Audrey K. Tassinari. *
     
7   Stock Option Agreement dated as of April 16, 2003 by and between the Issuer and Stephen K. Bannon. *
     
8   Stock Option Agreement dated as of October 25, 2002 by and between the Issuer and Stephen K. Bannon. *
     
9   Stock Option Agreement dated as of February 4, 2000 by and between the Issuer and Jeanne Hood. *
     
10   Stock Option Agreement dated as of June 28, 2001 by and between the Issuer and Jeanne Hood.*
     
11   Stock Option Agreement dated as of October 25, 2002 by and between the Issuer and Jeanne Hood.*
     
12   Stock Option Agreement dated as of February 6, 1998 by and between the Issuer and Steven G. Barringer.*
     
13   Stock Option Agreement dated as of October 25, 2002 by and between the Issuer and Steven G. Barringer.*
*   Filed herewith.

(1)   Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 16, 2003.

  EX-1 3 p67783exv1.txt EX-1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13D, dated April 28, 2003. This Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, each of the undersigned, being duly authorized, hereby executed this Joint Filing Agreement this 28th day of April, 2003. /s/ Ronald J. Tassinari ---------------------------- Ronald J. Tassinari /s/ Audrey K. Tassinari ---------------------------- Audrey K. Tassinari /s/ Stephen K. Bannon ---------------------------- Stephen K. Bannon /s/ Jeanne Hood ---------------------------- Jeanne Hood /s/ Steven G. Barringer ---------------------------- Steven G. Barringer EX-4 4 p67783exv4.txt EX-4 EXHIBIT 4 INCENTIVE STOCK OPTION AGREEMENT AGREEMENT made as of this 16th day of April 2003, by and between American Vantage Companies, a Nevada corporation having its principal executive offices at 7674 West Lake Mead Blvd., Las Vegas, Nevada 89128 ("Grantor"), and Ronald J. Tassinari ("Optionee"), an individual residing at 6787 West Tropicana, Suite 200, Las Vegas, NV 89103. W I T N E S S E T H: WHEREAS, Optionee is the Grantor's President and Chief Executive Officer, a director of the Grantor's Board and a member of the Grantor's Advisory Group; and WHEREAS, Grantor is desirous of increasing the incentive of Optionee to exert his utmost efforts to improve the business and increase the assets of Grantor. NOW, THEREFORE, in consideration for Optionee's services rendered and to be rendered to Grantor or any of its subsidiaries, and for other good and valuable consideration, Grantor hereby grants to Optionee an option to purchase shares of Grantor's common stock, par value $.01 per share ("Common Stock"), upon the following terms and conditions: 1. Option. Pursuant to its 1996 Stock Option Plan, as amended (the "Plan"), Grantor hereby grants to Optionee an Incentive Stock Option (the "Option"), as such term is defined in Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code"), to purchase up to twenty-five thousand (25,000) fully paid and non-assessable shares of Common Stock, commencing on April 16, 2003 and expiring at 5:00 Pacific Time on April 15, 2013 (the "Expiration Date"), subject to the terms and conditions set forth below. 2. Purchase Price. The purchase price for the Option shall be $1.41 per share (the "Purchase Price"). Grantor shall pay all original issue or transfer taxes on the exercise of the Option and all other fees and expenses necessarily incurred by Grantor in connection therewith. 3. Exercise of Option. (a) The Option may be exercised in whole or in part by delivering a Notice of Exercise substantially in the form attached hereto, to Grantor by hand delivery, overnight courier or by registered or certified mail, return receipt requested, addressed to its principal office, as to the number of shares of Common Stock which Optionee desires to purchase under the Option herein granted. The payment of the Purchase Price may be made, at the option of the Holder, either (i) by cash or certified or bank cashier's check in lawful money of the United States of America, payable to the order of the Company in an amount equal to the Purchase Price multiplied by the number of shares of Common Stock for which this Option is being exercised, (ii) by delivery of shares of Common Stock having a fair market value on the trading day immediately preceding the date of Grantor's receipt of the Notice of Exercise equal to the Purchase Price of the shares of Common Stock being exercised, (iii) by having the Company withhold from the shares of Common Stock to be issued upon exercise of the Option, the number of shares of Common Stock having a value, based on the Common Stock closing price on the trading day immediately prior to the date of such exercise, equal to the product of the Purchase Price times the number of shares of Common Stock as to which this Option is being exercised, or (iv) by any combination thereof. As soon as practicable thereafter, Grantor shall cause to be delivered to Optionee certificates issued in Optionee's name evidencing the shares of Common Stock purchased by Optionee. (b) If the aggregate fair market value of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by Optionee during any calendar year and all other Incentive Stock Option plans of Grantor or its affiliates exceeds $100,000.00, the grant of the Incentive Stock Option hereunder shall not, to the extent of such excess, be deemed a grant of an Incentive Stock Option but will instead be deemed the grant of a Non-Qualified Stock Option under the Plan. 4. Option Not Conditioned On Continued Employment. (a) If Optionee shall be removed for cause the option granted to Optionee hereunder shall expire immediately upon such termination. If Optionee shall be removed without cause, or if Optionee resigns voluntarily, such option may be exercised at any time within three (3) months after such termination, subject to the provisions of subparagraph (d) of this Paragraph 4. (b) If Optionee dies (i) while performing services for the Grantor or a subsidiary or parent corporation, or (ii) within three (3) months after the termination of Optionee's service other than voluntarily by Optionee or for cause, such option may be exercised by a legatee or legatees of such option under Optionee's last will or by his personal representatives or distributees at any time within one (1) year after Optionee's death. (c) If Optionee becomes disabled within the definition of Section 22(e)(3) of the Code while employed by Grantor or a subsidiary or parent corporation, such Option, subject to the provisions of subparagraph (d) of this Paragraph 4, may be exercised at any time within one (1) year after the termination of employment due to disability. (d) The Option may not be exercised pursuant to this Paragraph 4 except to the extent that Optionee was entitled to exercise the Option, or any part thereof, at the time of termination of service or death, and in any event may not be exercised after the original Expiration Date of the Option. 5. Divisibility and Non-Assignability of Options. (a) The Optionee may exercise the Option herein granted from time to time subject to the provisions of Paragraph 3 above with respect to any whole number of shares of Common Stock included therein, but in no event may the Option be exercised as to less than one thousand (1,000) shares of Common Stock at any one time, except for the remaining shares of Common Stock covered by the Option if less than one thousand (1,000). (b) Except as specifically provided herein, Optionee may not give, grant, sell, exchange, transfer legal title, pledge, assign or otherwise encumber or dispose of the Option herein granted or any interest therein, other than by will or the laws of descent and distribution, and this Option herein granted, or any of them, shall be exercisable during Optionee's lifetime only by Optionee. 6. Stock as Investment. By accepting this Option herein granted, Optionee agrees for himself, his heirs and legatees, that unless such shares are sold pursuant to an effective registration statement under the under the Securities Act of 1933, as amended (the "Securities Act") or an exemption from registration, all shares of Common Stock purchased hereunder shall be acquired for investment purposes only and not for sale or distribution, and upon the issuance of any or all of the shares of Common Stock issuable under the Option, Optionee, or his heirs or legatees receiving such shares of Common Stock, shall deliver to Grantor a representation in writing, that such shares of Common Stock are being acquired in good faith for investment purposes only and not for sale or distribution. Grantor may place a "stop transfer" order with respect to the shares of Common Stock with its transfer agent and place an appropriate restrictive legend on the stock certificate(s) evidencing such shares of Common Stock. 7. Restriction on Issuance of Shares. Grantor shall not be required to issue or deliver any certificate for shares of its Common Stock purchased upon the exercise of the Option unless (a) the issuance of such shares of Common Stock has been registered with the Securities and Exchange Commission under the Securities Act, or counsel to Grantor shall have given an opinion that such registration is not required; (b) approval, to the extent required, shall have been obtained from any state regulatory body having jurisdiction thereof; and (c) permission for the listing of such shares of Common Stock, if required, shall have been given by Nasdaq 2 and/or any national securities exchange on which the Common Stock of Grantor is at the time of issuance listed. 8. Adjustments Upon Changes in Capitalization (a) In the event of changes in the outstanding Common Stock of Grantor by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations, or exchanges of shares, separations, reorganizations, or liquidations, the number of shares of Common Stock as to which the Option may be exercised shall be correspondingly adjusted by Grantor, and the Purchase Price shall be adjusted so that the product of the Purchase Price immediately after such event multiplied by the number of options subject to this Agreement immediately after such event shall be equal to the product of the Purchase Price multiplied by the number of shares of Common Stock subject to this Agreement immediately prior to the occurrence of such event. No adjustment shall be made with respect to stock dividends or splits which do not exceed 10% in any fiscal year, cash dividends or the issuance to stockholders of Grantor of rights to subscribe for additional shares of Common Stock or other securities. Anything to the contrary contained herein notwithstanding, the Board of Directors of Grantor shall have the discretionary authority to take any action necessary or appropriate to prevent this Option from being disqualified as "Incentive Stock Options" under the United States income tax laws then in effect. (b) Any adjustment in the number of shares of Common Stock shall apply proportionately to only the unexercised portion of the Option granted hereunder. If fractions of a share would result from any such adjustment, the adjustment shall be revised to the next higher whole number of shares of Common Stock. 9. Effect of Mergers, Consolidations or Sales of Assets. In the event of any consolidation or merger of Grantor with or into another company, or the conveyance of all or substantially all of the assets of Grantor to another company for solely stock and/or securities, each then unexercised Option granted hereunder shall upon exercise thereafter entitle the holder thereof to such number of shares of Common Stock or other securities or property to which a holder of shares of Common Stock of Grantor would have been entitled to upon such consolidation, merger or conveyance; and in any such case appropriate adjustment, as determined by the Board of Directors of Grantor (or successor entity) shall be made as set forth above with respect to any future changes in the capitalization of Grantor or its successor entity. In the event of the proposed dissolution or liquidation of Grantor, or the sale of substantially all the assets of Grantor for other than stock and/or securities, any unexercised portion of the Option granted hereunder will automatically terminate, unless otherwise provided by the Board of Directors of Grantor or any authorized committee thereof. 10. No Rights in Option Stock. Optionee shall have no rights as a stockholder in respect of shares of Common Stock as to which the Option granted hereunder shall not have been exercised and payment made as herein provided. 11. Effect Upon Employment. This Agreement does not give Optionee any right to employment by Grantor. 12. Binding Effect. Except as herein otherwise expressly provided, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, legal representatives and assigns. 13. Withholding. Optionee agrees to cooperate with Grantor to take all steps necessary or appropriate for the withholding of taxes by Grantor under law or regulation in connection therewith. In the event Optionee does 3 not make the required withholding payment at the time of exercise, Grantor may make such provisions and take such steps as it, in its sole discretion, may deem necessary or appropriate for the withholding of any taxes that Grantor is required by any law or regulation of any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection with the exercise of any Option granted hereunder, including, but not limited to, (i) the withholding of payment of all or any portion of such Option until Optionee reimburses Grantor for the amount Grantor is required to withhold with respect to such taxes, or (ii) the canceling of any number of shares of Common Stock issuable upon exercise of such Option in an amount sufficient to reimburse Grantor for the amount it is required to so withhold, and/or (iii) the selling of any property contingently credited by Grantor for the purpose of exercising such Option, in order to withhold or reimburse Grantor for the amount it is required to so withhold. 14. Agreement Subject to Plan. Notwithstanding anything contained herein to the contrary, this Agreement is subject to, and shall be construed in accordance with, the terms of the Plan, and in the event of any inconsistency between the terms hereof and the terms of the Plan, the terms of the Plan shall govern. 15. Miscellaneous. This Agreement shall be construed under the laws of the State of Nevada without application to the principles of conflicts of law. Headings have been included herein for convenience of reference only, and shall not be deemed a part of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. AMERICAN VANTAGE COMPANIES By: /s/ Jeanne Hood ---------------------------------------- Jeanne Hood, Compensation Committee ACCEPTED AND AGREED TO: /s/ Ronald J. Tassinari - ----------------------------- Ronald J. Tassinari 4 EX-5 5 p67783exv5.txt EX-5 EXHIBIT 5 INCENTIVE STOCK OPTION AGREEMENT AGREEMENT made as of this 4th day of February 2000 by and between American Vantage Companies, a Nevada corporation having its principal place of business at 6787 West Tropicana, Suite 200, Las Vegas, Nevada 89103 ("Grantor"), and Ronald J. Tassinari, residing at 7889 Rancho Mirage, Las Vegas, Nevada 89113 ("Optionee"). W I T N E S S E T H: WHEREAS, Optionee is presently employed by Grantor, and WHEREAS, Grantor is desirous of increasing the incentive of Optionee to exert Optionee's utmost efforts to improve the business of Grantor. NOW, THEREFORE, in consideration of Optionee's continued service to Grantor or any of its subsidiaries, and for other good and valuable consideration, Grantor hereby grants to Optionee options to purchase common stock of Grantor, $.01 par value ("Common Stock") on the following terms and conditions: 1. Option. Pursuant to its 1991 Stock Option Plan, (the "Plan"), Grantor hereby grants to Optionee an Incentive Stock Option, as such term is defined in Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code"), to purchase up to eleven thousand six hundred ninety six (11,696) fully paid and non-assessable shares of Common Stock (the "Shares"), subject to the terms and conditions set forth below. 2. Purchase Price. The purchase price shall be $1.125 per Share. Grantor shall pay all original issue or transfer taxes on the exercise of the Optionee's option and all other fees and expenses necessarily incurred by Grantor in connection therewith. 3. Exercise of Option. (a) Optionee may exercise all or any part of his option hereunder by delivering a Notice of Exercise substantially in the form attached hereto by hand delivery, overnight courier or by registered or certified mail, return receipt requested, addressed to its principal office as to the number of Shares which Optionee desires to purchase hereunder, which notice shall be accompanied by payment of the exercise price therefore as specified in Paragraph 2 above. The payment of the exercise price may be made, at the option of the Holder, either (i) by cash or certified or bank cashier's check in lawful money of the United States of America, payable to the order of the Company in an amount equal to the exercise price multiplied by the number of Shares for which this Option is being exercised, (ii) by delivery of shares of Common Stock having a fair market value on the trading day immediately preceding the date of the Grantor's receipt of the Notice of Exercise equal to the exercise price of the Shares being exercised, (iii) by having the Company withhold from the shares of Common Stock to be issued upon exercise of the Options the number of Shares having a value, based on the Common Stock closing price on the trading day immediately prior to the date of such exercise, equal to the product of the exercise price times the number of Shares as to which this Option is being exercised, (iv) by having the Company cancel a number of Options equal to the number of Shares purchased and to be delivered upon the exercise of the Options multiplied by a fraction, the numerator of which is the exercise price and the denominator of which is the excess of the fair market value of the underlying Common Stock on the date of exercise (based on the Common Stock closing price on the trading day immediately prior to the date of such exercise) and the exercise price, or (v) by any combination thereof. As soon as practicable thereafter, Grantor shall at its principal office tender to Optionee certificates issued in Optionee's name evidencing the Shares purchased by Optionee. (b) If the aggregate fair market value of all the stock with respect to which Incentive Stock Options are exercisable for the first time by Optionee during any calendar year and all other Incentive Stock Option plans of Grantor or its affiliates exceeds $100,000.00, the grant of the Incentive Stock Option hereunder shall not, to the extent of such excess, be deemed a grant of an Incentive Stock Option but will instead be deemed the grant of a Non-Qualified Stock Option under the Plan. (c) The option granted hereunder may be exercised by Optionee at any time after the date of this Agreement until February 3, 2010. 4. Option Conditioned On Continued Employment. (a) If the employment of Optionee shall terminate other than by reason of death, disability, voluntarily by Optionee, such option may be exercised at any time within one (1) year after such termination, subject to the provisions of subparagraph (d) of this Paragraph 4. (b) If Optionee dies (i) while employed by Grantor or a subsidiary or parent corporation, or (ii) within one (1) year after the termination of Optionee's employment, such option, subject to the provisions of subparagraph (d) of this Paragraph 4, may be exercised by a legatee or legatees of such option under Optionee's last will or by Optionee's personal representatives or distributees at any time within one (1) year after Optionee's death. (c) If Optionee becomes disabled within the definition of Section 22(e)(3) of the Code while employed by Grantor or a subsidiary or parent corporation, such option, subject to the provisions of subparagraph (d) of this Paragraph 4, may be exercised at any time within one (1) year after the termination of employment due to disability. (d) An option may not be exercised pursuant to this Paragraph 4 except to the extent that Optionee was entitled to exercise the option, or any part thereof, at the time of termination of employment or death, and in any event may not be exercised after the original expiration date of the option. 5. Divisibility of the Options. Optionee may exercise the options herein granted from time to time during the periods of their respective effectiveness with respect to any whole number of Shares included therein, but in no event may an option be exercised as to less than one thousand (1,000) shares at any one time, except for the remaining shares covered by the option if less than one thousand (1,000). 6. Stock as Investment. By accepting these options, Optionee agrees for Optionee, Optionee's heirs and legatees that any and all Shares purchased hereunder shall be acquired for investment purposes only and not for sale or distribution, and upon the issuance of any or all of the Shares Optionee, or Optionee's heirs or legatees receiving such shares, shall deliver to Grantor a representation in writing, that the Shares are being acquired in good faith for investment and not for sale or distribution, unless such distribution is registered under the Securities Act of 1933, as amended (the "Securities Act"). Grantor may place a "stop transfer" order with respect to the Shares with its transfer agent and place an appropriate restrictive legend on the stock certificate(s) evidencing the Shares, unless such shares are registered for resale. 7. Restriction on Issuance of Shares. Grantor shall not be required to issue or deliver any certificate for Shares purchased upon the exercise of the option unless (a) the issuance of such shares has been registered under the Securities Act, or counsel to Grantor shall have given an opinion that such registration is not required; (b) approval, to the extent required, shall have been obtained from any state regulatory body having jurisdiction thereof, and (c) permission for the listing of such shares, if required, shall have been given by NASDAQ and/or any national securities exchange on which the Common Stock of Grantor is at the time of issuance listed. 8. Adjustments; Merger or Consolidation (a) In the event of changes in the outstanding Common Stock of Grantor by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations, or exchanges of shares, separations, reorganizations, or liquidations, the number and class of shares as to which the options may be exercised shall be correspondingly adjusted by Grantor. No adjustment shall be made with respect to stock dividends or splits which do not exceed 10% in any fiscal year, cash dividends or the issuance to stockholders of Grantor of rights to subscribe for additional shares of Common Stock or other securities. Anything to the contrary contained herein notwithstanding, the Board of Directors of Grantor shall have the discretionary authority to take any action necessary or appropriate to prevent these options from being disqualified as "Incentive Stock Options" under the United States income tax laws then in effect. (b) Any adjustment in the number of Shares shall apply proportionately to only the unexercised portion of an option granted hereunder. If fractions of a share would result from any such adjustment, the adjustment shall be revised to the next higher whole number of Shares so long as such increase does not result in the holder of the option being deemed to own more than 5% of the total combined voting power or value of all classes of stock of Grantor or its subsidiaries. (c) Notwithstanding anything contained herein to the contrary, a merger or consolidation in which Grantor is not the surviving corporation, or a sale of substantially all of Grantor's assets or capital stock shall cause the unexercised options to terminate automatically, unless otherwise provided by the Board of Directors. 9. No Rights in Option Stock. Optionee shall have no rights as a shareholder in respect of Shares as to which the options granted hereunder shall not have been exercised and payment made as herein provided. 10. Effect Upon Employment. This Agreement does not give Optionee any right to continued employment by Grantor. 11. Binding Effect. Except as herein otherwise expressly provided, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors legal representatives and assigns. 12. Agreement Subject to Plan. Notwithstanding anything contained herein to the contrary, this Agreement is subject to, and shall be construed in accordance with, the terms of the Plan, and in the event of any inconsistency between the terms hereof and the terms of the Plan, the terms of the Plan shall govern. 13. Miscellaneous. This Agreement shall be construed under the laws of the State of Nevada applied to agreements made and to be performed entirely within such State. Headings have been included herein for convenience of reference only, and shall not be deemed a part of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. AMERICAN VANTAGE COMPANIES By: /s/ Audrey K. Tassinari ------------------------ Audrey K. Tassinari, Executive Vice President /s/ Roy K. Keefer ------------------------ Roy K. Keefer Secretary/Treasurer ACCEPTED AND AGREED TO: /s/ Ronald J. Tassinari ----------------------- Ronald J. Tassinari EX-6 6 p67783exv6.txt EX-6 EXHIBIT 6 INCENTIVE STOCK OPTION AGREEMENT AGREEMENT made as of this 4th day of February 2000 by and between American Vantage Companies, a Nevada corporation having its principal place of business at 6787 West Tropicana, Suite 200, Las Vegas, Nevada 89103 ("Grantor"), and Audrey K. Tassinari, residing at 7889 Rancho Mirage, Las Vegas, Nevada 89113 ("Optionee"). W I T N E S S E T H: WHEREAS, Optionee is presently employed by Grantor: and WHEREAS, Grantor is desirous of increasing the incentive of Optionee to exert Optionee's utmost efforts to improve the business of Grantor. NOW, THEREFORE, in consideration of Optionee's continued service to Grantor or any of its subsidiaries, and for other good and valuable consideration, Grantor hereby grants to Optionee options to purchase common stock of Grantor, $.01 par value ("Common Stock") on the following terms and conditions: 1. Option. Pursuant to its 1992 Stock Option Plan, (the "Plan"), Grantor hereby grants to Optionee an Incentive Stock Option, as such term is defined in Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code"), to purchase up to twenty seven thousand seven hundred seventy eight (27,778) fully paid and non-assessable shares of Common Stock (the "Shares"), subject to the terms and conditions set forth below. 2. Purchase Price. The purchase price shall be $1.125 per Share. Grantor shall pay all original issue or transfer taxes on the exercise of the Optionee's option and all other fees and expenses necessarily incurred by Grantor in connection therewith. 3. Exercise of Option. (a) Optionee may exercise all or any part of her option hereunder by delivering a Notice of Exercise substantially in the form attached hereto by hand delivery, overnight courier or by registered or certified mail, return receipt requested, addressed to its principal office as to the number of Shares which Optionee desires to purchase hereunder, which notice shall be accompanied by payment of the exercise price therefor as specified in Paragraph 2 above. The payment of the exercise price may be made, at the option of the Holder, either (i) by cash or certified or bank cashier's check in lawful money of the United States of America, payable to the order of the Company in an amount equal to the exercise price multiplied by the number of Shares for which this Option is being exercised, (ii) by delivery of shares of Common Stock having a fair market value on the trading day immediately preceding the date of the Grantor's receipt of the Notice of Exercise equal to the exercise price of the Shares being exercised, (iii) by having the Company withhold from the shares of Common Stock to be issued upon exercise of the Options the number of Shares having a value, based on the Common Stock closing price on the trading day immediately prior to the date of such exercise, equal to the product of the exercise price times the number of Shares as to which this Option is being exercised, (iv) by having the Company cancel a number of Options equal to the number of Shares purchased and to be delivered upon the exercise of the Options multiplied by a fraction, the numerator of which is the exercise price and the denominator of which is the excess of the fair market value of the underlying Common Stock on the date of exercise (based on the Common Stock closing price on the trading day immediately prior to the date of such exercise) and the exercise price, or (v) by any combination thereof. As soon as practicable thereafter, Grantor shall at its principal office tender to Optionee certificates issued in Optionee's name evidencing the Shares purchased by Optionee. (b) If the aggregate fair market value of all the stock with respect to which Incentive Stock Options are exercisable for the first time by Optionee during any calendar year and all other Incentive Stock Option plans of Grantor or its affiliates exceeds $100,000.00, the grant of the Incentive Stock Option hereunder shall not, to the extent of such excess, be deemed a grant of an Incentive Stock Option but will instead be deemed the grant of a Non-Qualified Stock Option under the Plan. (c) The option granted hereunder may be exercised by Optionee at any time after the date of this Agreement until February 3, 2010. 4. Option Conditioned On Continued Employment. (a) If the employment of Optionee shall terminate other than by reason of death, disability, voluntarily by Optionee, such option may be exercised at any time within one (1) year after such termination, subject to the provisions of subparagraph (d) of this Paragraph 4. (b) If Optionee dies (i) while employed by Grantor or a subsidiary or parent corporation, or (ii) within one (1) year after the termination of Optionee's employment, such option, subject to the provisions of subparagraph (d) of this Paragraph 4, may be exercised by a legatee or legatees of such option under Optionee's last will or by Optionee's personal representatives or distributees at any time within one (1) year after Optionee's death. (c) If Optionee becomes disabled within the definition of Section 22(e)(3) of the Code while employed by Grantor or a subsidiary or parent corporation, such option, subject to the provisions of subparagraph (d) of this Paragraph 4, may be exercised at any time within one (1) year after the termination of employment due to disability. (d) An option may not be exercised pursuant to this Paragraph 4 except to the extent that Optionee was entitled to exercise the option, or any part thereof, at the time of termination of employment or death, and in any event may not be exercised after the original expiration date of the option. 5. Divisibility of the Options. Optionee may exercise the options herein granted from time to time during the periods of their respective effectiveness with respect to any whole number of Shares included therein, but in no event may an option be exercised as to less than one thousand (1,000) shares at any one time, except for the remaining shares covered by the option if less than one thousand (1,000). 6. Stock as Investment. By accepting these options, Optionee agrees for Optionee, Optionee's heirs and legatees that any and all Shares purchased hereunder shall be acquired for investment purposes only and not for sale or distribution, and upon the issuance of any or all of the Shares Optionee, or Optionee's heirs or legatees receiving such shares, shall deliver to Grantor a representation in writing, that the Shares are being acquired in good faith for investment and not for sale or distribution, unless such distribution is registered under the Securities Act of 1933, as amended (the "Securities Act"). Grantor may place a "stop transfer" order with respect to the Shares with its transfer agent and place an appropriate restrictive legend on the stock certificate(s) evidencing the Shares, unless such shares are registered for resale. 7. Restriction on Issuance of Shares. Grantor shall not be required to issue or deliver any certificate for Shares purchased upon the exercise of the option unless (a) the issuance of such shares has been registered under the Securities Act, or counsel to Grantor shall have given an opinion that such registration is not required; (b) approval, to the extent required, shall have been obtained from any state regulatory body having jurisdiction thereof; and (c) permission for the listing of such shares, if required, shall have been given by NASDAQ and/or any national securities exchange on which the Common Stock of Grantor is at the time of issuance listed. 8. Adjustments; Merger or Consolidation (a) In the event of changes in the outstanding Common Stock of Grantor by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations, or exchanges of shares, separations, reorganizations, or liquidations, the number and class of shares as to which the options may be exercised shall be correspondingly adjusted by Grantor. No adjustment shall be made with respect to stock dividends or splits which do not exceed 10% in any fiscal year, cash dividends or the issuance to stockholders of Grantor of rights to subscribe for additional shares of Common Stock or other securities. Anything to the contrary contained herein notwithstanding, the Board of Directors of Grantor shall have the discretionary authority to take any action necessary or appropriate to prevent these options from being disqualified as "Incentive Stock Options" under the United States income tax laws then in effect. (b) Any adjustment in the number of Shares shall apply proportionately to only the unexercised portion of an option granted hereunder. If fractions of a share would result from any such adjustment, the adjustment shall be revised to the next higher whole number of Shares so long as such increase does not result in the holder of the option being deemed to own more than 5% of the total combined voting power or value of all classes of stock of Grantor or its subsidiaries. (c) Notwithstanding anything contained herein to the contrary, a merger or consolidation in which Grantor is not the surviving corporation, or a sale of substantially all of Grantor's assets or capital stock shall cause the unexercised options to terminate automatically, unless otherwise provided by the Board of Directors. 9. No Rights in Option Stock. Optionee shall have no rights as a shareholder in respect of Shares as to which the options granted hereunder shall not have been exercised and payment made as herein provided. 10. Effect Upon Employment. This Agreement does not give Optionee any right to continued employment by Grantor. 11. Binding Effect. Except as herein otherwise expressly provided, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors legal representatives and assigns. 12. Agreement Subject to Plan. Notwithstanding anything contained herein to the contrary, this Agreement is subject to, and shall be construed in accordance with, the terms of the Plan, and in the event of any inconsistency between the terms hereof and the terms of the Plan, the terms of the Plan shall govern. 13. Miscellaneous. This Agreement shall be construed under the laws of the State of Nevada applied to agreements made and to be performed entirely within such State. Headings have been included herein for convenience of reference only, and shall not be deemed a part of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. AMERICAN VANTAGE COMPANIES By: /s/ Ronald J. Tassinari ---------------------- Ronald J. Tassinari, President /s/ Roy K. Keefer ---------------------- Roy K. Keefer Secretary/Treasurer ACCEPTED AND AGREED TO: /s/ Audrey K. Tassinari ----------------------- Audrey K. Tassinari EX-7 7 p67783exv7.txt EX-7 EXHIBIT 7 STOCK OPTION AGREEMENT AGREEMENT made as of this 16th day of April 2003, by and between American Vantage Companies, a Nevada corporation having its principal executive offices at 7674 West Lake Mead Blvd., Las Vegas, Nevada 89128 ("Grantor"), and Stephen K. Bannon, an individual residing at 9465 Wilshire Blvd., 6th Floor, Beverly Hills, CA 90212 ("Optionee"). W I T N E S S E T H: WHEREAS, Optionee is a directors of the Grantor's Board of Directors and a member of the Grantor's Advisory Group; and WHEREAS, Grantor is desirous of increasing the incentive of Optionee to exert his utmost efforts to improve the business and increase the assets of Grantor. NOW, THISEFORE, in consideration for Optionee's services rendered and to be rendered to Grantor or any of its subsidiaries, and for other good and valuable consideration, Grantor hereby grants to Optionee an option to purchase shares of Grantor's common stock, par value $.01 per share ("Common Stock"), upon the following terms and conditions: 1. Option. Pursuant to its 1996 Stock Option Plan, as amended (the "Plan"), Grantor hereby grants to Optionee a non-qualified option (the "Option"), to purchase up to one hundred and seventy-five thousand (175,000) fully paid and non-assessable shares of Common Stock, commencing on July 12, 2002 and expiring at 5:00 Pacific Time on July 11, 2012 (the "Expiration Date"), subject to the terms and conditions set forth below. The Option is not intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended. 2. Purchase Price. The purchase price for the Option shall be $1.41 per share (the "Purchase Price"). Grantor shall pay all original issue or transfer taxes on the exercise of the Option and all other fees and expenses necessarily incurred by Grantor in connection therewith. 3. Exercise of Option. The Option may be exercised in whole or in part by delivering a Notice of Exercise substantially in the form attached hereto, to Grantor by hand delivery, overnight courier or by registered or certified mail, return receipt requested, addressed to its principal office, as to the number of shares of Common Stock which Optionee desires to purchase under the Option herein granted. The payment of the Purchase Price may be made, at the option of the Holder, either (i) by cash or certified or bank cashier's check in lawful money of the United States of America, payable to the order of the Company in an amount equal to the Purchase Price multiplied by the number of shares of Common Stock for which this Option is being exercised, (ii) by delivery of shares of Common Stock having a fair market value on the trading day immediately preceding the date of Grantor's receipt of the Notice of Exercise equal to the Purchase Price of the shares of Common Stock being exercised, (iii) by having the Company withhold from the shares of Common Stock to be issued upon exercise of the Option, the number of shares of Common Stock having a value, based on the Common Stock closing price on the trading day immediately prior to the date of such exercise, equal to the product of the Purchase Price times the number of shares of Common Stock as to which this Option is being exercised, or (iv) by any combination thereof. As soon as practicable thereafter, Grantor shall cause to be delivered to Optionee certificates issued in Optionee's name evidencing the shares of Common Stock purchased by Optionee. 4. Divisibility and Non-Assignability of Options. (a) The Optionee may exercise the Option herein granted from time to time subject to the provisions of Paragraph 3 above with respect to any whole number of shares of Common Stock included therein, but in no event may the Option be exercised as to less than one thousand (1,000) shares of Common Stock at any one time, except for the remaining shares of Common Stock covered by the Option if less than one thousand (1,000). (b) Except as specifically provided herein, Optionee may not give, grant, sell, exchange, transfer legal title, pledge, assign or otherwise encumber or dispose of the Option herein granted or any interest therein, otherwise than by will or the laws of descent and distribution or pursuant to a domestic relations order issued by a court of competent jurisdiction, and this Option herein granted, or any of them, shall be exercisable during Optionee's lifetime only by Optionee. 5. Stock as Investment. By accepting this Option herein granted, Optionee agrees for himself, his heirs and legatees, that unless such shares are sold pursuant to an effective registration statement under the under the Securities Act of 1933, as amended (the "Securities Act") or an exemption from registration, all shares of Common Stock purchased hereunder shall be acquired for investment purposes only and not for sale or distribution, and upon the issuance of any or all of the shares of Common Stock issuable under the Option, Optionee, or his heirs or legatees receiving such shares of Common Stock, shall deliver to Grantor a representation in writing, that such shares of Common Stock are being acquired in good faith for investment purposes only and not for sale or distribution. Grantor may place a "stop transfer" order with respect to the shares of Common Stock with its transfer agent and place an appropriate restrictive legend on the stock certificate(s) evidencing such shares of Common Stock. 6. Restriction on Issuance of Shares. Grantor shall not be required to issue or deliver any certificate for shares of its Common Stock purchased upon the exercise of the Option unless (a) the issuance of such shares of Common Stock has been registered with the Securities and Exchange Commission under the Securities Act, or counsel to Grantor shall have given an opinion that such registration is not required; (b) approval, to the extent required, shall have been obtained from any state regulatory body having jurisdiction thereof; and (c) permission for the listing of such shares of Common Stock, if required, shall have been given by Nasdaq and/or any national securities exchange on which the Common Stock of Grantor is at the time of issuance listed. 7. Adjustments Upon Changes in Capitalization (a) In the event of changes in the outstanding Common Stock of Grantor by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations, or exchanges of shares, separations, reorganizations, or liquidations, the number of shares of Common Stock as to which the Option may be exercised shall be correspondingly adjusted by Grantor, and the Purchase Price shall be adjusted so that the product of the Purchase Price immediately after such event multiplied by the number of options subject to this Agreement immediately after such event shall be equal to the product of the Purchase Price multiplied by the number of shares of Common Stock subject to this Agreement immediately prior to the occurrence of such event. No adjustment shall be made with respect to stock dividends or splits which do not exceed 10% in any fiscal year, cash dividends or the issuance to stockholders of Grantor of rights to subscribe for additional shares of Common Stock or other securities. (b) Any adjustment in the number of shares of Common Stock shall apply proportionately to only the unexercised portion of the Option granted hereunder. If fractions of a share would result from any such adjustment, the adjustment shall be revised to the next higher whole number of shares of Common Stock. 8. Effect of Mergers, Consolidations or Sales of Assets. 2 In the event of any consolidation or merger of Grantor with or into another company, or the conveyance of all or substantially all of the assets of Grantor to another company for solely stock and/or securities, each then unexercised Option granted hereunder shall upon exercise thereafter entitle the holder thereof to such number of shares of Common Stock or other securities or property to which a holder of shares of Common Stock of Grantor would have been entitled to upon such consolidation, merger or conveyance; and in any such case appropriate adjustment, as determined by the Board of Directors of Grantor (or successor entity) shall be made as set forth above with respect to any future changes in the capitalization of Grantor or its successor entity. In the event of the proposed dissolution or liquidation of Grantor, or the sale of substantially all the assets of Grantor for other than stock and/or securities, any unexercised portion of the Option granted hereunder will automatically terminate, unless otherwise provided by the Board of Directors of Grantor or any authorized committee thereof. 9. No Rights in Option Stock. Optionee shall have no rights as a stockholder in respect of shares of Common Stock as to which the Option granted hereunder shall not have been exercised and payment made as herein provided. 10. Effect Upon Employment. This Agreement does not give Optionee any right to employment by Grantor. 11. Binding Effect. Except as herein otherwise expressly provided, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, legal representatives and assigns. 12. Withholding. Optionee agrees to cooperate with Grantor to take all steps necessary or appropriate for the withholding of taxes by Grantor under law or regulation in connection therewith. In the event Optionee does not make the required withholding payment at the time of exercise, Grantor may make such provisions and take such steps as it, in its sole discretion, may deem necessary or appropriate for the withholding of any taxes that Grantor is required by any law or regulation of any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection with the exercise of any Option granted hereunder, including, but not limited to, (i) the withholding of payment of all or any portion of such Option until Optionee reimburses Grantor for the amount Grantor is required to withhold with respect to such taxes, or (ii) the canceling of any number of shares of Common Stock issuable upon exercise of such Option in an amount sufficient to reimburse Grantor for the amount it is required to so withhold, and/or (iii) the selling of any property contingently credited by Grantor for the purpose of exercising such Option, in order to withhold or reimburse Grantor for the amount it is required to so withhold. 13. Agreement Subject to Plan. Notwithstanding anything contained herein to the contrary, this Agreement is subject to, and shall be construed in accordance with, the terms of the Plan, and in the event of any inconsistency between the terms hereof and the terms of the Plan, the terms of the Plan shall govern. 14. Miscellaneous. This Agreement shall be construed under the laws of the State of Nevada without application to the principles of conflicts of law. Headings have been included herein for convenience of reference only, and shall not be deemed a part of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. 3 AMERICAN VANTAGE COMPANIES By: /s/ Ronald J. Tassinari ------------------------------------------------ Ronald J. Tassinari, Chief Executive Officer ACCEPTED AND AGREED TO: /s/ Stephen K. Bannon - ------------------------- Stephen K. Bannon 4 EX-8 8 p67783exv8.txt EX-8 EXHIBIT 8 INCENTIVE STOCK OPTION AGREEMENT AGREEMENT made as of this 25th day of October 2002, by and between American Vantage Companies, a Nevada corporation having its principal executive offices at 7674 West Lake Mead Blvd., Las Vegas, Nevada 89128 ("Grantor"), and Stephen K. Bannon, an individual residing at 9465 Wilshire Blvd., 6th Floor, Beverly Hills, CA 90212 ("Optionee"). W I T N E S S E T H: WHEREAS, Optionee is a director of the Grantor's Board; and WHEREAS, Grantor is desirous of increasing the incentive of Optionee to exert his utmost efforts to improve the business and increase the assets of Grantor. NOW, THEREFORE, in consideration for Optionee's services rendered and to be rendered to Grantor or any of its subsidiaries, and for other good and valuable consideration, Grantor hereby grants to Optionee an option to purchase shares of Grantor's common stock, par value $.01 per share ("Common Stock"), upon the following terms and conditions: 1. Option. Pursuant to its 1996 Stock Option Plan, as amended (the "Plan"), Grantor hereby grants to Optionee an Incentive Stock Option (the "Option"), as such term is defined in Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code"), to purchase up to twelve thousand five hundred (12,500) fully paid and non-assessable shares of Common Stock, commencing on October 25, 2002 and expiring at 5:00 Pacific Time on October 24, 2012 (the "Expiration Date"), subject to the terms and conditions set forth below. 2. Purchase Price. The purchase price for the Option shall be $1.26 per share (the "Purchase Price"). Grantor shall pay all original issue or transfer taxes on the exercise of the Option and all of the fees and expenses necessarily incurred by Grantor in connection therewith. 3. Exercise of Option. (a) The Option may be exercised in whole or in part by delivering a Notice of Exercise substantially in the form attached hereto, to Grantor by hand delivery, overnight courier or by registered or certified mail, return receipt requested, addressed to its principal office, as to the number of shares of Common Stock which Optionee desires to purchase under the Option herein granted. The payment of the Purchase Price may be made, at the option of the Holder, either (i) by cash or certified or bank cashier's check in lawful money of the United States of America, payable to the order of the Company in an amount equal to the Purchase Price multiplied by the number of shares of Common Stock for which this Option is being exercised, (ii) by delivery of shares of Common Stock having a fair market value on the trading day immediately preceding the date of Grantor's receipt of the Notice of Exercise equal to the Purchase Price of the shares of Common Stock being exercised, (iii) by having the Company withhold from the shares of Common Stock to be issued upon exercise of the Option, the number of shares of Common Stock having a value, based on the Common Stock closing price on the trading day immediately prior to the date of such exercise, equal to the product of the Purchase Price times the number of shares of Common Stock as to which this Option is being exercised, or (iv) by any combination thereof. As soon as practicable thereafter, Grantor shall cause to be delivered to Optionee certificates issued in Optionee's name evidencing the shares of Common Stock purchased by Optionee. (b) If the aggregate fair market value of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by Optionee during any calendar year and all other Incentive Stock Option plans of Grantor or its affiliates exceeds $100,000.00, the grant of the Incentive Stock Option hereunder shall not, to the extent of such excess, be deemed a grant of an Incentive Stock Option but will instead be deemed the grant of a Non-Qualified Stock Option under the Plan. 4. Option Not Conditioned On Continued Employment. (a) If Optionee shall be removed as a director for cause, or if Optionee resigns voluntarily, the option granted to Optionee hereunder shall expire immediately upon such termination. If Optionee shall be removed as a director without cause, such option may be exercised at any time within three (3) months after such termination, subject to the provisions of subparagraph (d) of this Paragraph 4. (b) If Optionee dies (i) while performing services for the Grantor or a subsidiary or parent corporation, or (ii) within three (3) months after the termination of Optionee's service othis than voluntarily by Optionee or for cause, such option may be exercised by a legatee or legatees of such option under Optionee's last will or by her personal representatives or distributees at any time within one (1) year after Optionee's death. (c) If Optionee becomes disabled within the definition of Section 22(e)(3) of the Code while employed by Grantor or a subsidiary or parent corporation, such Option, subject to the provisions of subparagraph (d) of this Paragraph 4, may be exercised at any time within one (1) year after the termination of employment due to disability. (d) The Option may not be exercised pursuant to this Paragraph 4 except to the extent that Optionee was entitled to exercise the Option, or any part thereof, at the time of termination of service or death, and in any event may not be exercised after the original Expiration Date of the Option. 5. Divisibility and Non-Assignability of Options. (a) The Optionee may exercise the Option herein granted from time to time subject to the provisions of Paragraph 3 above with respect to any whole number of shares of Common Stock included therein, but in no event may the Option be exercised as to less than one thousand (1,000) shares of Common Stock at any one time, except for the remaining shares of Common Stock covered by the Option if less than one thousand (1,000). (b) Except as specifically provided herein, Optionee may not give, grant, sell, exchange, transfer legal title, pledge, assign or otherwise encumber or dispose of the Option herein granted or any interest therein, otherwise than by will or the laws of descent and distribution, and this Option herein granted, or any of them, shall be exercisable during Optionee's lifetime only by Optionee. 6. Stock as Investment. By accepting this Option herein granted, Optionee agrees for herself, her heirs and legatees, that unless such shares are sold pursuant to an effective registration statement under the under the Securities Act of 1933, as amended (the "Securities Act") or an exemption from registration, all shares of Common Stock purchased hereunder shall be acquired for investment purposes only and not for sale or distribution, and upon the issuance of any or all of the shares of Common Stock issuable under the Option, Optionee, or her heirs or legatees receiving such shares of Common Stock, shall deliver to Grantor a representation in writing, that such shares of Common Stock are being acquired in good faith for investment purposes only and not for sale or distribution. Grantor may place a "stop transfer" order with respect to the shares of Common Stock with its transfer agent and place an appropriate restrictive legend on the stock certificate(s) evidencing such shares of Common Stock. 7. Restriction on Issuance of Shares. Grantor shall not be required to issue or deliver any certificate for shares of its Common Stock purchased upon the exercise of the Option unless (a) the issuance of such shares of Common Stock has been registered with the Securities and Exchange Commission under the Securities Act, or counsel to 2 Grantor shall have given an opinion that such registration is not required; (b) approval, to the extent required, shall have been obtained from any state regulatory body having jurisdiction thereof; and (c) permission for the listing of such shares of Common Stock, if required, shall have been given by Nasdaq and/or any national securities exchange on which the Common Stock of Grantor is at the time of issuance listed. 8. Adjustments Upon Changes in Capitalization (a) In the event of changes in the outstanding Common Stock of Grantor by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations, or exchanges of shares, separations, reorganizations, or liquidations, the number of shares of Common Stock as to which the Option may be exercised shall be correspondingly adjusted by Grantor, and the Purchase Price shall be adjusted so that the product of the Purchase Price immediately after such event multiplied by the number of options subject to this Agreement immediately after such event shall be equal to the product of the Purchase Price multiplied by the number of shares of Common Stock subject to this Agreement immediately prior to the occurrence of such event. No adjustment shall be made with respect to stock dividends or splits which do not exceed 10% in any fiscal year, cash dividends or the issuance to stockholders of Grantor of rights to subscribe for additional shares of Common Stock or oher securities. Anything to the contrary contained herein notwithstanding, the Board of Directors of Grantor shall have the discretionary authority to take any action necessary or appropriate to prevent this Option from being disqualified as "Incentive Stock Options" under the United States income tax laws then in effect. (b) Any adjustment in the number of shares of Common Stock shall apply proportionately to only the unexercised portion of the Option granted hereunder. If fractions of a share would result from any such adjustment, the adjustment shall be revised to the next higher whole number of shares of Common Stock. 9. Effect of Mergers, Consolidations or Sales of Assets. In the event of any consolidation or merger of Grantor with or into another company, or the conveyance of all or substantially all of the assets of Grantor to another company for solely stock and/or securities, each then unexercised Option granted hereunder shall upon exercise thereafter entitle the holder thereof to such number of shares of Common Stock or other securities or property to which a holder of shares of Common Stock of Grantor would have been entitled to upon such consolidation, merger or conveyance; and in any such case appropriate adjustment, as determined by the Board of Directors of Grantor (or successor entity) shall be made as set forth above with respect to any future changes in the capitalization of Grantor or its successor entity. In the event of the proposed dissolution or liquidation of Grantor, or the sale of substantially all the assets of Grantor for other than stock and/or securities, any unexercised portion of the Option granted hereunder will automatically terminate, unless otherwise provided by the Board of Directors of Grantor or any authorized committee thereof. 10. No Rights in Option Stock. Optionee shall have no rights as a stockholder in respect of shares of Common Stock as to which the Option granted hereunder shall not have been exercised and payment made as herein provided. 11. Effect Upon Employment. This Agreement does not give Optionee any right to employment by Grantor. 12. Binding Effect. Except as herein otherwise expressly provided, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, legal representatives and assigns. 3 13. Withholding. Optionee agrees to cooperate with Grantor to take all steps necessary or appropriate for the withholding of taxes by Grantor under law or regulation in connection therewith. In the event Optionee does not make the required withholding payment at the time of exercise, Grantor may make such provisions and take such steps as it, in its sole discretion, may deem necessary or appropriate for the withholding of any taxes that Grantor is required by any law or regulation of any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection with the exercise of any Option granted hereunder, including, but not limited to, (i) the withholding of payment of all or any portion of such Option until Optionee reimburses Grantor for the amount Grantor is required to withhold with respect to such taxes, or (ii) the canceling of any number of shares of Common Stock issuable upon exercise of such Option in an amount sufficient to reimburse Grantor for the amount it is required to so withhold, and/or (iii) the selling of any property contingently credited by Grantor for the purpose of exercising such Option, in order to withhold or reimburse Grantor for the amount it is required to so withhold. 14. Agreement Subject to Plan. Notwithstanding anything contained herein to the contrary, this Agreement is subject to, and shall be construed in accordance with, the terms of the Plan, and in the event of any inconsistency between the terms hereof and the terms of the Plan, the terms of the Plan shall govern. 15. Miscellaneous. This Agreement shall be construed under the laws of the State of Nevada without application to the principles of conflicts of law. Headings have been included herein for convenience of reference only, and shall not be deemed a part of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. AMERICAN VANTAGE COMPANIES By: /s/ Ronald J. Tassinari ------------------------------------------- Ronald J. Tassinari, Chief Executive Officer ACCEPTED AND AGREED TO: /s/ Stephen K. Bannon - ------------------------ Stephen K. Bannon 4 EX-9 9 p67783exv9.txt EX-9 EXHIBIT 9 NON-QUALIFIED STOCK OPTION AGREEMENT AGREEMENT, made as of the 4th day of February 2000, by and between American Vantage Companies, a Nevada corporation having its place of business at 6787 West Tropicana, Suite 200, Las Vegas, Nevada 89103 ("Grantor"), and Jeanne Hood residing at 2316 Timberline Way, Las Vegas, Nevada 89117 ("Optionee"). W I T N E S S E T H: WHEREAS, Optionee is presently performing services for the Grantor and is not an employee of the Grantor; and WHEREAS, the Grantor is desirous of increasing the incentive of Optionee to exert her utmost efforts to improve the business of the Grantor. NOW, THEREFORE, in consideration of Optionee's continued service to the Grantor, and for other good and valuable consideration, the Grantor hereby grants to Optionee options to purchase common stock of the Grantor ("Common Stock"), on the following terms and conditions: 1. Option. The Grantor hereby grants to Optionee a non-qualified stock option (not qualified as described in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") to purchase, at any time prior to 5:00 p.m. on February 3, 2010, up to Thirty Three Thousand Three Hundred Thirty Four (33,334) fully paid and non-assessable shares of Common Stock (the "Shares"). 2. Purchase Price. The purchase price shall be $1.125 per Share. The Grantor shall pay all original issue or transfer taxes on the exercise of this option and all other fees and expenses necessarily incurred by the Grantor in connection therewith. 3. Exercise of Option. All or any part of the option granted hereunder may be exercised by the Optionee at any time after the date hereof by delivering a Notice of Exercise substantially in the form attached hereto to the Grantor by hand delivery, overnight courier or by registered or certified mail, return receipt requested, addressed to its principal office, as to the number of Shares which Optionee desires to purchase under the option herein granted. The payment of the exercise price may be made, at the option of the Holder, either (i) by cash or certified or bank cashier's check in lawful money of the United States of America, payable to the order of the Company in an amount equal to the exercise price multiplied by the number of Shares for which this Option is being exercised, (ii) by delivery of shares of Common Stock having a fair market value on the trading day immediately preceding the date of the Grantor's receipt of the Notice of Exercise equal to the exercise price of the Shares being exercised, (iii) by having the Company withhold from the shares of Common Stock to be issued upon exercise of the Options the number of Shares having a value, based on the Common Stock closing price on the trading day immediately prior to the date of such exercise, equal to the product of the exercise price times the number of Shares as to which this Option is being exercised, (iv) by having the Company cancel a number of Options equal to the number of Shares purchased and to be delivered upon the exercise of the Options multiplied by a fraction, the numerator of which is the exercise price and the denominator of which is the excess of the fair market value of the -1- underlying Common Stock on the date of exercise (based on the Common Stock closing price on the trading day immediately prior to the date of such exercise) and the exercise price, or (v) by any combination thereof. As soon as practicable thereafter, the Grantor shall cause to be delivered to Optionee certificates issued in Optionee's name evidencing the Shares purchased by Optionee. 4. Option Conditioned On Continued Service. (a) If Optionee shall be removed as a director for cause, or if Optionee resigns voluntarily, the option granted to Optionee hereunder shall expire immediately upon such termination. If Optionee shall be removed as a director without cause, such option may be exercised at any time within three (3) months after such termination, subject to the provisions of subparagraph (d) of this Paragraph 4. (b) If Optionee dies (i) while performing services for the Grantor or a subsidiary or parent corporation, or (ii) within three (3) months after the termination of Optionee's service other than voluntarily by Optionee or for cause, such option may be exercised by a legatee or legatees of such option under Optionee's last will or by her personal representatives or distributees at any time within one year after her death, subject to the provisions of subparagraph (d) of this Paragraph 4. (c) If Optionee becomes disabled within the definition of Section 22(e)(3) of the Code while performing services for the Grantor or a subsidiary or parent corporation, such option may, subject to the provisions of subparagraph (d) of this Paragraph 4, be exercised at any time within one year after Optionee's termination of service due to the disability. (d) An option may not be exercised pursuant to this Paragraph 4 except to the extent that Optionee was entitled to exercise the option at the time of termination of service or death, and in any event may not be exercised after the original expiration date of the option. 5. Divisibility and Non-Assignability of the Options. (a) The Optionee may exercise the options herein granted from time to time subject to the provisions of Section 3 above with respect to any whole number of Shares included therein, but in no event may an option be exercised as to less than one hundred (100) Shares at any one time, except for the remaining Shares covered by the option if less than one hundred (100). (b) The Optionee may not give, grant, sell, exchange, transfer legal title, pledge, assign or otherwise encumber or dispose of the options herein granted or any interest therein, otherwise than by will or the laws of descent and distribution, and these options, or any of them, shall be exercisable during Optionee's lifetime only by Optionee. 6. Stock as Investment. By accepting these options, Optionee agrees for herself, her heirs and legatees that any and all Shares purchased hereunder shall be acquired for investment purposes only and not for sale or distribution, and upon the issuance of any or all of the Shares issuable under the options granted hereunder, Optionee, or her heirs or legatees receiving such Shares, shall deliver to the Grantor a representation in writing, that such Shares are being acquired in good faith for investment purposes only and not for sale or distribution. Grantor may place a "stop transfer" order with respect to such Shares with its transfer agent and place an appropriate restrictive legend on the stock certificate(s) evidencing such Shares. 7. Restriction on Issuance of Shares. The Grantor shall not be required to issue or deliver any certificate for Shares purchased upon the -2- exercise of any option granted hereunder unless (a) the issuance of such Shares has been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or counsel to the Grantor shall have given an opinion that such registration is not required; (b) approval, to the extent required, shall have been obtained from any state regulatory body having jurisdiction thereof; and (c) permission for the listing of such Shares, if required, shall have been given by Nasdaq and/or any national securities exchange on which the Common Stock of the Grantor is at the time of issuance listed. 8. Adjustments Upon Changes in Capitalization. (a) In the event of changes in the outstanding Common Stock of the Grantor by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations, or exchanges of shares, separations, reorganizations, or liquidations, the number and class of shares as to which the options may be exercised shall be correspondingly adjusted by the Grantor. No adjustment shall be made with respect to stock dividends or splits which do not exceed 10% in any fiscal year, cash dividends or the issuance to stockholders of the Grantor of rights to subscribe for additional shares of Common Stock or other securities. Anything to the contrary contained herein notwithstanding, the Board of Directors of the Grantor shall have the discretionary authority to take any action necessary or appropriate to prevent these options from being disqualified as "Incentive Stock Options" under the United States income tax laws then in effect. (b) Any adjustment in the number of Shares shall apply proportionately to only the unexercised portion of an option granted hereunder. If fractions of a share would result from any such adjustment, the adjustment shall be revised to the next higher whole number of Shares so long as such increase does not result in the holder of the option being deemed to own more than 5% of the total combined voting power or value of all classes of stock of the Grantor or its subsidiaries. 9. Effect of Mergers, Consolidations or Sales of Assets. Anything contained herein to the contrary notwithstanding, a merger or consolidation in which the Grantor is not the surviving corporation, or a sale of substantially all of the Grantor's assets or capital stock shall cause the unexercised options to terminate automatically, unless otherwise provided by the Board of Directors. Furthermore, this option may, at the discretion of the Board of Directors of the Grantor and said other corporation, be exchanged for options to purchase shares of capital stock of another corporation which the Grantor, and/or a subsidiary thereof is merged into, consolidated with, or all or a substantial portion of the property or stock of which is acquired by said other corporation or separated or reorganized into. The terms, provisions and benefits to Optionee of such substitute option(s) shall in all respects be identical to the terms, provisions and benefits of Optionee under his Option(s) prior to said substitution. To the extent the above may be inconsistent with Sections 424(a)(1) and (2) of the Code, the above shall be deemed interpreted so as to comply therewith. 10. No Rights in Option Stock. Optionee shall have no rights as a shareholder in respect of Shares as to which the option granted hereunder shall not have been exercised and payment made as herein provided. 11. Effect Upon Employment. This Agreement does not give Optionee any right to employment by, or any other relationship with, the Grantor. -3- 12. Binding Effect. Except as herein otherwise expressly provided, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, legal representatives and assigns. 13. Miscellaneous. This Agreement shall be construed under the laws of the State of Nevada. Headings have been included herein for convenience of reference only, and shall not be deemed a part of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. AMERICAN VANTAGE COMPANIES By: /s/ Ronald J. Tassinari Ronald J. Tassinari, President ACCEPTED AND AGREED TO: /s/ Jeanne Hood Jeanne Hood -4- EX-10 10 p67783exv10.txt EX-10 EXHIBIT 10 NON-QUALIFIED STOCK OPTION AGREEMENT AGREEMENT, made as of the 28th day of June 2001, by and between American Vantage Companies, a Nevada corporation having its place of business at 6787 West Tropicana, Suite 200, Las Vegas, Nevada 89103 ("Grantor"), and Jeanne Hood residing at 2316 Timberline Way, Las Vegas, Nevada 89117 ("Optionee"). W I T N E S S E T H: WHEREAS, Optionee is presently performing services for the Grantor and is not an employee of the Grantor; and WHEREAS, the Grantor is desirous of increasing the incentive of Optionee to exert her utmost efforts to improve the business of the Grantor. NOW, THEREFORE, in consideration of Optionee's continued service to the Grantor, and for other good and valuable consideration, the Grantor hereby grants to Optionee options to purchase common stock of the Grantor ("Common stock"), on the following terms and conditions: 1. Option. The Grantor hereby grants to Optionee a non-qualified stock option (not qualified as described in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") to purchase, at any time prior to 5:00 p.m. on June 27, 2011, up to Seven Thousand Five Hundred (7,500) fully paid and non-assessable shares of Common Stock (the "Shares"). 2. Purchase Price. The purchase price shall be $1.65 per Share. The Grantor shall pay all original issue or transfer taxes on the exercise of this option and all other fees and expenses necessarily incurred by the Grantor in connection therewith. 3. Exercise of Option. The options may be exercised all or any part by delivering a Notice of Exercise substantially in the form attached hereto to the Grantor by hand delivery, overnight courier or by registered or certified mail, return receipt requested, addressed to its principal office, as to the number of Shares which Optionee desires to purchase under the option herein granted. The payment of the exercise price may be made, at the option of the Holder, either (i) by cash or certified or bank cashier's check in lawful money of the united States of America, payable to the order of the Company in an amount equal to the exercise price multiplied by the number of Shares for which this Option is being exercised, (ii) by delivery of shares of Common Stock having a fair market value on the trading day immediately preceding the date of the Grantor's receipt of the Notice of Exercise equal to the exercise price of the Shares being exercised, (iii) by having the Company withhold from the shares of Common Stock to be issued upon exercise of the Options the number of Shares having a value, based on the Common Stock closing price on the trading day immediately prior to the date of such exercise, equal to the product of the exercise price times the number of Shares as to which this Option is being exercised, (iv) by having the Company cancel a number of Options equal to the number of Shares purchased and to be delivered upon the exercise of the Options multiplied by a fraction, the numerator of which is the exercise price and the denominator of which is the excess of the fair market value of the underlying Common Stock on the date of exercise (based on the Common Stock closing price on the trading day immediately prior to the date of such exercise) and -1- the exercise price, or (v) by any combination thereof. As soon as practicable thereafter, the Grantor shall cause to be delivered to Optionee certificates issued in Optionee's name evidencing the Shares purchased by Optionee. The right to exercise all of these options shall expire at 5:00 p.m. on June 27, 2011. 4. Option Conditioned On Continued Service. (a) If Optionee shall be removed as a director for cause, or if Optionee resigns voluntarily, the option granted to Optionee hereunder shall expire immediately upon such termination. If Optionee shall be removed as a director without cause, such option may be exercised at any time within three (3) months after such termination, subject to the provisions of subparagraph (d) of this Paragraph 4. (b) If Optionee dies (i) while performing services for the Grantor or a subsidiary or parent corporation, or (ii) within three (3) months after the termination of Optionee's service other than voluntarily by Optionee or for cause, such option may be exercised by a legatee or legatees of such option under Optionee's last will or by her personal representatives or distributees at any time within one year after her death, subject to the provisions of subparagraph (d) of this Paragraph 4. (c) If Optionee becomes disabled within the definition of Section 22(e)(3) of the Code while performing services for the Grantor or a subsidiary or parent corporation, such option may, subject to the provisions of subparagraph (d) of this Paragraph 4, be exercised at any time within one year after Optionee's termination of service due to the disability. (d) An option may not be exercised pursuant to this Paragraph 4 except to the extent that Optionee was entitled to exercise the option at the time of termination of service or death, and in any event may not be exercised after the original expiration date of the option. 5. Divisibility and Non-Assignability of the Options. (a) The Optionee may exercise the options herein granted from time to time subject to the provisions of Section 3 above with respect to any whole number of Shares included therein, but in no event may an option be exercised as to less than one hundred (100) Shares at any one time, except for the remaining Shares covered by the option if less than one hundred (100). (b) The Optionee may not give, grant, sell, exchange, transfer legal title, pledge, assign or otherwise encumber or dispose of the options herein granted or any interest therein, otherwise than by will or the laws of descent and distribution, and these options, or any of them, shall be exercisable during Optionee's lifetime only by Optionee. 6. Stock as Investment. By accepting these options, Optionee agrees for herself, her heirs and legatees that any and all Shares purchased hereunder shall be acquired for investment purposes only and not for sale or distribution, and upon the issuance of any or all of the Shares issuable under the options granted hereunder, Optionee, or her heirs or legatees receiving such Shares, shall deliver to the Grantor a representation in writing, that such Shares are being acquired in good faith for investment purposes only and not for sale or distribution. Grantor may place a "stop transfer" order with respect to such Shares with its transfer agent and place an appropriate restrictive legend on the stock certificate(s) evidencing such Shares. 7. Restriction on Issuance of Shares. The Grantor shall not be required to issue or deliver any certificate for Shares purchased upon the -2- exercise of any option granted hereunder unless (a) the issuance of such Shares has been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or counsel to the Grantor shall have given an opinion that such registration is not required; (b) approval, to the extent required, shall have been obtained from any state regulatory body having jurisdiction thereof; and (c) permission for the listing of such Shares, if required, shall have been given by Nasdaq and/or any national securities exchange on which the Common Stock of the Grantor is at the time of issuance listed. 8. Adjustments Upon Changes in Capitalization. (a) In the event of changes in the outstanding Common Stock of the Grantor by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations, or exchanges of shares, separations, reorganizations, or liquidations, the number and class of shares as to which the options may be exercised shall be correspondingly adjusted by the Grantor. No adjustment shall be made with respect to stock dividends or splits which do not exceed 10% in any fiscal year, cash dividends or the issuance to stockholders of the Grantor of rights to subscribe for additional shares of Common Stock or other securities. Anything to the contrary contained herein notwithstanding, the Board of Directors of the Grantor shall have the discretionary authority to take any action necessary or appropriate to prevent these options from being disqualified as "Incentive Stock Options" under the United States income tax laws then in effect. (b) Any adjustment in the number of Shares shall apply proportionately to only the unexercised portion of an option granted hereunder. If fractions of a share would result from any such adjustment, the adjustment shall be revised to the next higher whole number of Shares so long as such increase does not result in the holder of the option being deemed to own more than 5% of the total combined voting power or value of all classes of stock of the Grantor or its subsidiaries. 9. Effect of Mergers, Consolidations or Sales of Assets. Anything contained herein to the contrary notwithstanding, a merger or consolidation in which the Grantor is not the surviving corporation, or a sale of substantially all of the Grantor's assets or capital stock shall cause the unexercised options to terminate automatically, unless otherwise provided by the Board of Directors. Furthermore, this option may, at the discretion of the Board of Directors of the Grantor and said other corporation, be exchanged for options to purchase shares of capital stock of another corporation which the Grantor, and/or a subsidiary thereof is merged into, consolidated with, or all or a substantial portion of the property or stock of which is acquired by said other corporation or separated or reorganized into. The terms, provisions and benefits to Optionee of such substitute option(s) shall in all respects be identical to the terms, provisions and benefits of Optionee under her Option(s) prior to said substitution. To the extent the above may be inconsistent with Sections 424(a)(1) and (2) of the Code, the above shall be deemed interpreted so as to comply therewith. 10. No Rights in Option Stock. Optionee shall have no rights as a shareholder in respect of Shares as to which the option granted hereunder shall not have been exercised and payment made as herein provided. 11. Effect Upon Employment. This Agreement does not give Optionee any right to employment by, or any other relationship with, the Grantor. -3- 12. Binding Effect. Except as herein otherwise expressly provided, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, legal representatives and assigns. 13. Miscellaneous. This Agreement shall be construed under the laws of the State of Nevada. Headings have been included herein for convenience of reference only, and shall not be deemed a part of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. AMERICAN VANTAGE COMPANIES By: /s/ Ronald J. Tassinari Ronald J. Tassinari, President ACCEPTED AND AGREED TO: /s/ Jeanne Hood Jeanne Hood -4- EX-11 11 p67783exv11.txt EX-11 EXHIBIT 11 INCENTIVE STOCK OPTION AGREEMENT AGREEMENT made as of this 25th day of October 2002, by and between American Vantage Companies, a Nevada corporation having its principal executive offices at 7674 West Lake Mead Blvd., Las Vegas, Nevada 89128 ("Grantor"), and Jeanne Hood, an individual residing at 2316 Timberline Way, Las Vegas, Nevada 89117 ("Optionee"). W I T N E S S E T H: WHEREAS, Optionee is the Chairperson of the Audit Committee and a director of the Grantor's Board; and WHEREAS, Grantor is desirous of increasing the incentive of Optionee to exert her utmost efforts to improve the business and increase the assets of Grantor. NOW, THEREFORE, in consideration for Optionee's services rendered and to be rendered to Grantor or any of its subsidiaries, and for other good and valuable consideration, Grantor hereby grants to Optionee an option to purchase shares of Grantor's common stock, par value $.01 per share ("Common Stock"), upon the following terms and conditions: 1. Option. Pursuant to its 1996 Stock Option Plan, as amended (the "Plan"), Grantor hereby grants to Optionee an Incentive Stock Option (the "Option"), as such term is defined in Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code"), to purchase up to twenty thousand (20,000) fully paid and non-assessable shares of Common Stock, commencing on October 25, 2002 and expiring at 5:00 Pacific Time on October 24, 2012 (the "Expiration Date"), subject to the terms and conditions set forth below. 2. Purchase Price. The purchase price for the Option shall be $1.26 per share (the "Purchase Price"). Grantor shall pay all original issue or transfer taxes on the exercise of the Option and all of the fees and expenses necessarily incurred by Grantor in connection therewith. 3. Exercise of Option. (a) The Option may be exercised in whole or in part by delivering a Notice of Exercise substantially in the form attached hereto, to Grantor by hand delivery, overnight courier or by registered or certified mail, return receipt requested, addressed to its principal office, as to the number of shares of Common Stock which Optionee desires to purchase under the Option herein granted. The payment of the Purchase Price may be made, at the option of the Holder, either (i) by cash or certified or bank cashier's check in lawful money of the United States of America, payable to the order of the Company in an amount equal to the Purchase Price multiplied by the number of shares of Common Stock for which this Option is being exercised, (ii) by delivery of shares of Common Stock having a fair market value on the trading day immediately preceding the date of Grantor's receipt of the Notice of Exercise equal to the Purchase Price of the shares of Common Stock being exercised, (iii) by having the Company withhold from the shares of Common Stock to be issued upon exercise of the Option, the number of shares of Common Stock having a value, based on the Common Stock closing price on the trading day immediately prior to the date of such exercise, equal to the product of the Purchase Price times the number of shares of Common Stock as to which this Option is being exercised, or (iv) by any combination thereof. As soon as practicable thereafter, Grantor shall cause to be delivered to Optionee certificates issued in Optionee's name evidencing the shares of Common Stock purchased by Optionee. (b) If the aggregate fair market value of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by Optionee during any calendar year and all other Incentive Stock Option plans of Grantor or its affiliates exceeds $100,000.00, the grant of the Incentive Stock Option hereunder shall not, to the extent of such excess, be deemed a grant of an Incentive Stock Option but will instead be deemed the grant of a Non-Qualified Stock Option under the Plan. 4. Option Not Conditioned On Continued Employment. (a) If Optionee shall be removed as a director for cause, or if Optionee resigns voluntarily, the option granted to Optionee hereunder shall expire immediately upon such termination. If Optionee shall be removed as a director without cause, such option may be exercised at any time within three (3) months after such termination, subject to the provisions of subparagraph (d) of this Paragraph 4. (b) If Optionee dies (i) while performing services for the Grantor or a subsidiary or parent corporation, or (ii) within three (3) months after the termination of Optionee's service othis than voluntarily by Optionee or for cause, such option may be exercised by a legatee or legatees of such option under Optionee's last will or by her personal representatives or distributees at any time within one (1) year after Optionee's death. (c) If Optionee becomes disabled within the definition of Section 22(e)(3) of the Code while employed by Grantor or a subsidiary or parent corporation, such Option, subject to the provisions of subparagraph (d) of this Paragraph 4, may be exercised at any time within one (1) year after the termination of employment due to disability. (d) The Option may not be exercised pursuant to this Paragraph 4 except to the extent that Optionee was entitled to exercise the Option, or any part thereof, at the time of termination of service or death, and in any event may not be exercised after the original Expiration Date of the Option. 5. Divisibility and Non-Assignability of Options. (a) The Optionee may exercise the Option herein granted from time to time subject to the provisions of Paragraph 3 above with respect to any whole number of shares of Common Stock included therein, but in no event may the Option be exercised as to less than one thousand (1,000) shares of Common Stock at any one time, except for the remaining shares of Common Stock covered by the Option if less than one thousand (1,000). (b) Except as specifically provided herein, Optionee may not give, grant, sell, exchange, transfer legal title, pledge, assign or otherwise encumber or dispose of the Option herein granted or any interest therein, otherwise than by will or the laws of descent and distribution, and this Option herein granted, or any of them, shall be exercisable during Optionee's lifetime only by Optionee. 6. Stock as Investment. By accepting this Option herein granted, Optionee agrees for herself, her heirs and legatees, that unless such shares are sold pursuant to an effective registration statement under the under the Securities Act of 1933, as amended (the "Securities Act") or an exemption from registration, all shares of Common Stock purchased hereunder shall be acquired for investment purposes only and not for sale or distribution, and upon the issuance of any or all of the shares of Common Stock issuable under the Option, Optionee, or her heirs or legatees receiving such shares of Common Stock, shall deliver to Grantor a representation in writing, that such shares of Common Stock are being acquired in good faith for investment purposes only and not for sale or distribution. Grantor may place a "stop transfer" order with respect to the shares of Common Stock with its transfer agent and place an appropriate restrictive legend on the stock certificate(s) evidencing such shares of Common Stock. 7. Restriction on Issuance of Shares. Grantor shall not be required to issue or deliver any certificate for shares of its Common Stock purchased upon the exercise of the Option unless (a) the issuance of such shares of Common Stock has 2 been registered with the Securities and Exchange Commission under the Securities Act, or counsel to Grantor shall have given an opinion that such registration is not required; (b) approval, to the extent required, shall have been obtained from any state regulatory body having jurisdiction thereof; and (c) permission for the listing of such shares of Common Stock, if required, shall have been given by Nasdaq and/or any national securities exchange on which the Common Stock of Grantor is at the time of issuance listed. 8. Adjustments Upon Changes in Capitalization (a) In the event of changes in the outstanding Common Stock of Grantor by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations, or exchanges of shares, separations, reorganizations, or liquidations, the number of shares of Common Stock as to which the Option may be exercised shall be correspondingly adjusted by Grantor, and the Purchase Price shall be adjusted so that the product of the Purchase Price immediately after such event multiplied by the number of options subject to this Agreement immediately after such event shall be equal to the product of the Purchase Price multiplied by the number of shares of Common Stock subject to this Agreement immediately prior to the occurrence of such event. No adjustment shall be made with respect to stock dividends or splits which do not exceed 10% in any fiscal year, cash dividends or the issuance to stockholders of Grantor of rights to subscribe for additional shares of Common Stock or oher securities. Anything to the contrary contained herein notwithstanding, the Board of Directors of Grantor shall have the discretionary authority to take any action necessary or appropriate to prevent this Option from being disqualified as "Incentive Stock Options" under the United States income tax laws then in effect. (b) Any adjustment in the number of shares of Common Stock shall apply proportionately to only the unexercised portion of the Option granted hereunder. If fractions of a share would result from any such adjustment, the adjustment shall be revised to the next higher whole number of shares of Common Stock. 9. Effect of Mergers, Consolidations or Sales of Assets. In the event of any consolidation or merger of Grantor with or into another company, or the conveyance of all or substantially all of the assets of Grantor to another company for solely stock and/or securities, each then unexercised Option granted hereunder shall upon exercise thereafter entitle the holder thereof to such number of shares of Common Stock or other securities or property to which a holder of shares of Common Stock of Grantor would have been entitled to upon such consolidation, merger or conveyance; and in any such case appropriate adjustment, as determined by the Board of Directors of Grantor (or successor entity) shall be made as set forth above with respect to any future changes in the capitalization of Grantor or its successor entity. In the event of the proposed dissolution or liquidation of Grantor, or the sale of substantially all the assets of Grantor for other than stock and/or securities, any unexercised portion of the Option granted hereunder will automatically terminate, unless otherwise provided by the Board of Directors of Grantor or any authorized committee thereof. 10. No Rights in Option Stock. Optionee shall have no rights as a stockholder in respect of shares of Common Stock as to which the Option granted hereunder shall not have been exercised and payment made as herein provided. 11. Effect Upon Employment. This Agreement does not give Optionee any right to employment by Grantor. 12. Binding Effect. Except as herein otherwise expressly provided, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, legal representatives and assigns. 3 13. Withholding. Optionee agrees to cooperate with Grantor to take all steps necessary or appropriate for the withholding of taxes by Grantor under law or regulation in connection therewith. In the event Optionee does not make the required withholding payment at the time of exercise, Grantor may make such provisions and take such steps as it, in its sole discretion, may deem necessary or appropriate for the withholding of any taxes that Grantor is required by any law or regulation of any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection with the exercise of any Option granted hereunder, including, but not limited to, (i) the withholding of payment of all or any portion of such Option until Optionee reimburses Grantor for the amount Grantor is required to withhold with respect to such taxes, or (ii) the canceling of any number of shares of Common Stock issuable upon exercise of such Option in an amount sufficient to reimburse Grantor for the amount it is required to so withhold, and/or (iii) the selling of any property contingently credited by Grantor for the purpose of exercising such Option, in order to withhold or reimburse Grantor for the amount it is required to so withhold. 14. Agreement Subject to Plan. Notwithstanding anything contained herein to the contrary, this Agreement is subject to, and shall be construed in accordance with, the terms of the Plan, and in the event of any inconsistency between the terms hereof and the terms of the Plan, the terms of the Plan shall govern. 15. Miscellaneous. This Agreement shall be construed under the laws of the State of Nevada without application to the principles of conflicts of law. Headings have been included herein for convenience of reference only, and shall not be deemed a part of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. AMERICAN VANTAGE COMPANIES By: /s/ Ronald J. Tassinari ------------------------------------------------- Ronald J. Tassinari, Chief Executive Officer ACCEPTED AND AGREED TO: /s/ Jeanne Hood - ----------------------- Jeanne Hood 4 EX-12 12 p67783exv12.txt EX-12 EXHIBIT 12 NON-QUALIFIED STOCK OPTION AGREEMENT AGREEMENT, made as of the 6th day of February, 1998, by and between American Vantage Companies, a Nevada corporation having its place of business at 6787 W. Tropicana, Ste 200, Las Vegas, Nevada 89130 ("Grantor"), and Steven G. Barringer residing at 8324 Arroyo Justin Avenue, Las Vegas, Nevada 89128 ("Optionee"). W I T N E S S E T H: WHEREAS, Optionee is presently performing services for the Grantor, and WHEREAS, the Grantor is desirous of increasing the incentive of Optionee to exert his utmost efforts to improve the business of the Grantor. NOW, THEREFORE, in consideration of Optionee's continued service to the Grantor, and for other good and valuable consideration, the Grantor hereby grants to Optionee options to purchase common stock of the Grantor ("Common Stock"), on the following terms and conditions: 1. Option. The Grantor hereby grants to Optionee non-qualified stock options (the "Options") (not qualified as described in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), to purchase up to Seventy Five Thousand (75,000) fully paid and non-assessable shares of Common Stock of the Grantor (the "Shares"), subject to the terms and conditions set forth below. The Options may be exercised by the Optionee as follows: options corresponding to 15,000 shares are exercisable at any time after the date hereof until 5:00 P.M., Las Vegas, Nevada time on February 5, 2008 unless earlier terminated hereunder (the "Termination Date"), options corresponding to 25,000 shares are exercisable at any time after February 5, 1999 until the Termination Date, options corresponding to 35,000 shares are exercisable at any time after February 5, 2000 until the Termination Date. 2. Purchase Price. The purchase price shall be $1.188 per Share. The Grantor shall pay all original issue or transfer taxes on the exercise of this option and all other fees and expenses necessarily incurred by the Grantor in connection therewith. 3. Exercise of Option. The Optionee shall notify the Grantor in writing in person, by overnight courier or by registered or certified mail, return receipt requested, addressed to its principal office, as to the number of Shares which Optionee desires to purchase under the Options herein granted, which notice shall be accompanied by payment (by cash or certified check) of the exercise price therefor as specified in Paragraph 2 above. As soon as practicable thereafter, the Grantor shall cause to be delivered to Optionee certificates issued in Optionee's name evidencing the Shares purchased by Optionee. 4. Option Conditioned On Continued Service. (a) If Optionee shall be removed as a director for cause, or if Optionee resigns voluntarily, the option granted to Optionee hereunder shall expire immediately upon such termination. If Optionee shall be removed as a director without cause, such option may be exercised at any time within three (3) months after such termination, subject to the provisions of subparagraph (d) of this Paragraph 4. (b) If Optionee dies (i) while performing services for the Grantor or a subsidiary or parent corporation, or (ii) within three (3) months after the termination of Optionee's service other than voluntarily by Optionee or for cause, such option may be exercised by a legatee or legatees of such option under Optionee's last will or by his personal representatives or distributees at any time within one year after his death, subject to the provisions of subparagraph (d) of this Paragraph 4. (c) If Optionee becomes disabled within the definition of Section 22(e)(3) of the Code while performing services for the Grantor or a subsidiary or parent corporation, such option may, subject to the provisions of subparagraph (d) of this Paragraph 4, be exercised at any time within one year after Optionee's termination of service due to the disability. (d) An option may not be exercised pursuant to this Paragraph 4 except to the extent that Optionee was entitled to exercise the option at the time of termination of service or death, and in any event may not be exercised after the original expiration date of the option. 5. Divisibility and Non-Assignability of the Options. (a) The Optionee may exercise the options herein granted from time to time during the periods of their respective effectiveness with respect to any whole number of Shares included therein, but in no event may an option be exercised as to less than one hundred (100) Shares at any one time, except for the remaining Shares covered by the option if less than one hundred (100). (b) The Optionee may not give, grant, sell, exchange, transfer legal title, pledge, assign or otherwise encumber or dispose of the options herein granted or any interest therein, otherwise than by will or the laws of descent and distribution, and these options, or any of them, shall be exercisable during Optionee's lifetime only by Optionee. 6. Stock as Investment. By accepting these options, Optionee agrees for himself, his heirs and legatees that any and all Shares purchased hereunder shall be acquired for investment purposes only and not for sale or distribution, and upon the issuance of any or all of the Shares issuable under the options granted hereunder, Optionee, or his heirs or legatees receiving such Shares, shall deliver to the Grantor a representation in writing, that such Shares are being acquired in good faith for investment purposes only and not for sale or distribution. Grantor may place a "stop transfer" order with respect to such Shares with its transfer agent and place an appropriate restrictive legend on the stock certificate(s) evidencing such Shares. 7. Restriction on Issuance of Shares. The Grantor shall not be required to issue or deliver any certificate for Shares purchased upon the exercise of any option granted hereunder unless (a) the issuance of such Shares has been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or counsel to the Grantor shall have given an opinion that such registration is not required; (b) approval, to the extent required, shall have been obtained from any state regulatory body having jurisdiction thereof; and (c) permission for the listing of such Shares, if required, shall have been given by Nasdaq and/or any national securities exchange on which the Common Stock of the Grantor is at the time of issuance listed. 8. Adjustments Upon Changes in Capitalization. (a) In the event of changes in the outstanding Common Stock of the Grantor by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations, or exchanges of shares, separations, reorganizations, or liquidations, the number and class of shares as to which the options may -2- be exercised shall be correspondingly adjusted by the Grantor. No adjustment shall be made with respect to stock dividends or splits which do not exceed 10% in any fiscal year, cash dividends or the issuance to stockholders of the Grantor of rights to subscribe for additional shares of Common Stock or other securities. Anything to the contrary contained herein notwithstanding, the Board of Directors of the Grantor shall have the discretionary authority to take any action necessary or appropriate to prevent these options from being disqualified as "Incentive Stock Options" under the United States income tax laws then in effect. (b) Any adjustment in the number of Shares shall apply proportionately to only the unexercised portion of an option granted hereunder. If fractions of a share would result from any such adjustment, the adjustment shall be revised to the next higher whole number of Shares so long as such increase does not result in the holder of the option being deemed to own more than 5% of the total combined voting power or value of all classes of stock of the Grantor or its subsidiaries. 9. Effect of Mergers, Consolidations or Sales of Assets. Anything contained herein to the contrary notwithstanding, a merger or consolidation in which the Grantor is not the surviving corporation, or a sale of substantially all of the Grantor's assets or capital stock shall cause the unexercised options to terminate automatically, unless otherwise provided by the Board of Directors. Furthermore, this option may, at the discretion of the Board of Directors of the Grantor and said other corporation, be exchanged for options to purchase shares of capital stock of another corporation which the Grantor, and/or a subsidiary thereof is merged into, consolidated with, or all or a substantial portion of the property or stock of which is acquired by said other corporation or separated or reorganized into. The terms, provisions and benefits to Optionee of such substitute option(s) shall in all respects be identical to the terms, provisions and benefits of Optionee under his Option(s) prior to said substitution. To the extent the above may be inconsistent with Sections 424(a)(1) and (2) of the Code, the above shall be deemed interpreted so as to comply therewith. 10. No Rights in Option Stock. Optionee shall have no rights as a shareholder in respect of Shares as to which the option granted hereunder shall not have been exercised and payment made as herein provided. 11. Effect Upon Employment. This Agreement does not give Optionee any right to employment by, or any other relationship with, the Grantor. 12. Binding Effect. Except as herein otherwise expressly provided, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, legal representatives and assigns. -3- 13. Miscellaneous. This Agreement shall be construed under the laws of the State of Nevada. Headings have been included herein for convenience of reference only, and shall not be deemed a part of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. AMERICAN VANTAGE COMPANIES By: /s/ Roy K. Keefer, ------------------- Roy K. Keefer, Secretary/Treasurer ACCEPTED AND AGREED TO: /s/ Steven Barringer ----------------------- Steven Barringer -4- EX-13 13 p67783exv13.txt EX-13 EXHIBIT 13 INCENTIVE STOCK OPTION AGREEMENT AGREEMENT made as of this 25th day of October 2002, by and between American Vantage Companies, a Nevada corporation having its principal executive offices at 7674 West Lake Mead Blvd., Las Vegas, Nevada 89128 ("Grantor"), and Steven G. Barringer, an individual residing at 1528 Forest Villa Lane, McLean, VA 22101 ("Optionee"). W I T N E S S E T H: WHEREAS, Optionee is the Chairperson of the Compensation Committee and a director of the Grantor's Board; and WHEREAS, Grantor is desirous of increasing the incentive of Optionee to exert his utmost efforts to improve the business and increase the assets of Grantor. NOW, THEREFORE, in consideration for Optionee's services rendered and to be rendered to Grantor or any of its subsidiaries, and for other good and valuable consideration, Grantor hereby grants to Optionee an option to purchase shares of Grantor's common stock, par value $.01 per share ("Common Stock"), upon the following terms and conditions: 1. Option. Pursuant to its 1996 Stock Option Plan, as amended (the "Plan"), Grantor hereby grants to Optionee an Incentive Stock Option (the "Option"), as such term is defined in Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code"), to purchase up to twenty thousand (20,000) fully paid and non-assessable shares of Common Stock, commencing on October 25, 2002 and expiring at 5:00 Pacific Time on October 24, 2012 (the "Expiration Date"), subject to the terms and conditions set forth below. 2. Purchase Price. The purchase price for the Option shall be $1.26 per share (the "Purchase Price"). Grantor shall pay all original issue or transfer taxes on the exercise of the Option and all of the fees and expenses necessarily incurred by Grantor in connection therewith. 3. Exercise of Option. (a) The Option may be exercised in whole or in part by delivering a Notice of Exercise substantially in the form attached hereto, to Grantor by hand delivery, overnight courier or by registered or certified mail, return receipt requested, addressed to its principal office, as to the number of shares of Common Stock which Optionee desires to purchase under the Option herein granted. The payment of the Purchase Price may be made, at the option of the Holder, either (i) by cash or certified or bank cashier's check in lawful money of the United States of America, payable to the order of the Company in an amount equal to the Purchase Price multiplied by the number of shares of Common Stock for which this Option is being exercised, (ii) by delivery of shares of Common Stock having a fair market value on the trading day immediately preceding the date of Grantor's receipt of the Notice of Exercise equal to the Purchase Price of the shares of Common Stock being exercised, (iii) by having the Company withhold from the shares of Common Stock to be issued upon exercise of the Option, the number of shares of Common Stock having a value, based on the Common Stock closing price on the trading day immediately prior to the date of such exercise, equal to the product of the Purchase Price times the number of shares of Common Stock as to which this Option is being exercised, or (iv) by any combination thereof. As soon as practicable thereafter, Grantor shall cause to be delivered to Optionee certificates issued in Optionee's name evidencing the shares of Common Stock purchased by Optionee. (b) If the aggregate fair market value of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by Optionee during any calendar year and all other Incentive Stock Option plans of Grantor or its affiliates exceeds $100,000.00, the grant of the Incentive Stock Option hereunder shall not, to the extent of such excess, be deemed a grant of an Incentive Stock Option but will instead be deemed the grant of a Non-Qualified Stock Option under the Plan. 4. Option Conditioned On Continued Service. (a) If Optionee shall be removed as a director for cause, or if Optionee resigns voluntarily, the option granted to Optionee hereunder shall expire immediately upon such termination. If Optionee shall be removed as a director without cause, such option may be exercised at any time within three (3) months after such termination, subject to the provisions of subparagraph (d) of this Paragraph 4. (b) If Optionee dies (i) while performing services for the Grantor or a subsidiary or parent corporation, or (ii) within three (3) months after the termination of Optionee's service othis than voluntarily by Optionee or for cause, such option may be exercised by a legatee or legatees of such option under Optionee's last will or by her personal representatives or distributees at any time within one (1) year after Optionee's death. (c) If Optionee becomes disabled within the definition of Section 22(e)(3) of the Code while employed by Grantor or a subsidiary or parent corporation, such Option, subject to the provisions of subparagraph (d) of this Paragraph 4, may be exercised at any time within one (1) year after the termination of employment due to disability. (d) The Option may not be exercised pursuant to this Paragraph 4 except to the extent that Optionee was entitled to exercise the Option, or any part thereof, at the time of termination of service or death, and in any event may not be exercised after the original Expiration Date of the Option. 5. Divisibility and Non-Assignability of Options. (a) The Optionee may exercise the Option herein granted from time to time subject to the provisions of Paragraph 3 above with respect to any whole number of shares of Common Stock included therein, but in no event may the Option be exercised as to less than one thousand (1,000) shares of Common Stock at any one time, except for the remaining shares of Common Stock covered by the Option if less than one thousand (1,000). (b) Except as specifically provided herein, Optionee may not give, grant, sell, exchange, transfer legal title, pledge, assign or otherwise encumber or dispose of the Option herein granted or any interest therein, otherwise than by will or the laws of descent and distribution, and this Option herein granted, or any of them, shall be exercisable during Optionee's lifetime only by Optionee. 6. Stock as Investment. By accepting this Option herein granted, Optionee agrees for herself, her heirs and legatees, that unless such shares are sold pursuant to an effective registration statement under the under the Securities Act of 1933, as amended (the "Securities Act") or an exemption from registration, all shares of Common Stock purchased hereunder shall be acquired for investment purposes only and not for sale or distribution, and upon the issuance of any or all of the shares of Common Stock issuable under the Option, Optionee, or her heirs or legatees receiving such shares of Common Stock, shall deliver to Grantor a representation in writing, that such shares of Common Stock are being acquired in good faith for investment purposes only and not for sale or distribution. Grantor may place a "stop transfer" order with respect to the shares of Common Stock with its transfer agent and place an appropriate restrictive legend on the stock certificate(s) evidencing such shares of Common Stock. 7. Restriction on Issuance of Shares. Grantor shall not be required to issue or deliver any certificate for shares of its Common Stock purchased upon the exercise of the Option unless (a) the issuance of such shares of Common Stock has 2 been registered with the Securities and Exchange Commission under the Securities Act, or counsel to Grantor shall have given an opinion that such registration is not required; (b) approval, to the extent required, shall have been obtained from any state regulatory body having jurisdiction thereof; and (c) permission for the listing of such shares of Common Stock, if required, shall have been given by Nasdaq and/or any national securities exchange on which the Common Stock of Grantor is at the time of issuance listed. 8. Adjustments Upon Changes in Capitalization (a) In the event of changes in the outstanding Common Stock of Grantor by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations, or exchanges of shares, separations, reorganizations, or liquidations, the number of shares of Common Stock as to which the Option may be exercised shall be correspondingly adjusted by Grantor, and the Purchase Price shall be adjusted so that the product of the Purchase Price immediately after such event multiplied by the number of options subject to this Agreement immediately after such event shall be equal to the product of the Purchase Price multiplied by the number of shares of Common Stock subject to this Agreement immediately prior to the occurrence of such event. No adjustment shall be made with respect to stock dividends or splits which do not exceed 10% in any fiscal year, cash dividends or the issuance to stockholders of Grantor of rights to subscribe for additional shares of Common Stock or oher securities. Anything to the contrary contained herein notwithstanding, the Board of Directors of Grantor shall have the discretionary authority to take any action necessary or appropriate to prevent this Option from being disqualified as "Incentive Stock Options" under the United States income tax laws then in effect. (b) Any adjustment in the number of shares of Common Stock shall apply proportionately to only the unexercised portion of the Option granted hereunder. If fractions of a share would result from any such adjustment, the adjustment shall be revised to the next higher whole number of shares of Common Stock. 9. Effect of Mergers, Consolidations or Sales of Assets. In the event of any consolidation or merger of Grantor with or into another company, or the conveyance of all or substantially all of the assets of Grantor to another company for solely stock and/or securities, each then unexercised Option granted hereunder shall upon exercise thereafter entitle the holder thereof to such number of shares of Common Stock or other securities or property to which a holder of shares of Common Stock of Grantor would have been entitled to upon such consolidation, merger or conveyance; and in any such case appropriate adjustment, as determined by the Board of Directors of Grantor (or successor entity) shall be made as set forth above with respect to any future changes in the capitalization of Grantor or its successor entity. In the event of the proposed dissolution or liquidation of Grantor, or the sale of substantially all the assets of Grantor for other than stock and/or securities, any unexercised portion of the Option granted hereunder will automatically terminate, unless otherwise provided by the Board of Directors of Grantor or any authorized committee thereof. 10. No Rights in Option Stock. Optionee shall have no rights as a stockholder in respect of shares of Common Stock as to which the Option granted hereunder shall not have been exercised and payment made as herein provided. 11. Effect Upon Employment. This Agreement does not give Optionee any right to employment by Grantor. 12. Binding Effect. Except as herein otherwise expressly provided, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, legal representatives and assigns. 3 13. Withholding. Optionee agrees to cooperate with Grantor to take all steps necessary or appropriate for the withholding of taxes by Grantor under law or regulation in connection therewith. In the event Optionee does not make the required withholding payment at the time of exercise, Grantor may make such provisions and take such steps as it, in its sole discretion, may deem necessary or appropriate for the withholding of any taxes that Grantor is required by any law or regulation of any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection with the exercise of any Option granted hereunder, including, but not limited to, (i) the withholding of payment of all or any portion of such Option until Optionee reimburses Grantor for the amount Grantor is required to withhold with respect to such taxes, or (ii) the canceling of any number of shares of Common Stock issuable upon exercise of such Option in an amount sufficient to reimburse Grantor for the amount it is required to so withhold, and/or (iii) the selling of any property contingently credited by Grantor for the purpose of exercising such Option, in order to withhold or reimburse Grantor for the amount it is required to so withhold. 14. Agreement Subject to Plan. Notwithstanding anything contained herein to the contrary, this Agreement is subject to, and shall be construed in accordance with, the terms of the Plan, and in the event of any inconsistency between the terms hereof and the terms of the Plan, the terms of the Plan shall govern. 15. Miscellaneous. This Agreement shall be construed under the laws of the State of Nevada without application to the principles of conflicts of law. Headings have been included herein for convenience of reference only, and shall not be deemed a part of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. AMERICAN VANTAGE COMPANIES By: /s/ Ronald J. Tassinari ------------------------- Ronald J. Tassinari, Chief Executive Officer ACCEPTED AND AGREED TO: /s/ Steven G. Barringer - --------------------------- Steven G. Barringer 4 -----END PRIVACY-ENHANCED MESSAGE-----