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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for
use of
/X/ Definitive Proxy Statement the Commission
only
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-ll(c) or Rule 14a-12
AMERICAN CASINO ENTERPRISES, INC.
---------------------------------
(Name of Registrant as Specified In Its Charter)
AMERICAN CASINO ENTERPRISES, INC.
---------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/x/ $125 per Exchange Act Rule 0-ll(c)(l)(ii), 14a-6(i)(1), or
14a-6(i)(2).
/ / $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11:(1)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-ll(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount Previously Paid:$______________
(2) Form, Schedule or Registration Statement No.:_________
(3) Filing Party: _________________
(4) Date Filed: __________________
_________________
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
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AMERICAN CASINO ENTERPRISES, INC.
6243 Industrial Road
Las Vegas, Nevada 89118
(702) 896-8888
------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
April 29, 1996
To the stockholders of American Casino Enterprises, Inc.:
You are cordially invited to attend the Annual Meeting (the "Annual
Meeting") of the Stockholders of American Casino Enterprises, Inc., which will
be held at the Treasure Island Hotel and Casino, 3300 South Las Vegas Boulevard,
Las Vegas, Nevada 89103 at 10:00 a.m., Pacific time, on April 29, 1996, to
consider and act upon the following matters:
(1) To elect two Directors of the Company to serve for the ensuing
two years and until their successors are duly elected and
qualified.
(2) To approve the Company's 1996 Stock Option Plan.
(3) To ratify the appointment of Bradshaw, Smith & Co., as the
Company's independent public accountants for the year ended
July 31, 1996.
(4) The transaction of such other business as may properly come
before the Annual Meeting or any adjournments thereof.
Only stockholders of record at the close of business on March 14, 1996, will
be entitled to notice of, and to vote at, the Annual Meeting or any adjournments
thereof.
Stockholders are cordially invited to attend the Annual Meeting.
Whether or not you expect to attend the Annual Meeting in person, please
complete, date and sign the accompanying proxy card and return it without delay
in the enclosed postage prepaid envelope. Your proxy will not be used if you are
present and prefer to vote in person or if you revoke the proxy.
Date: Las Vegas Nevada By order of the Board of
March 20, 1996 Directors,
Roy K. Keefer,
Secretary
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AMERICAN CASINO ENTERPRISES, INC.
6243 Industrial Road
Las Vegas, Nevada 89118
(702) 896-8888
-------------------------------
Proxy Statement
Annual Meeting of Stockholders
April 29, 1996
These proxy materials are furnished in connection with the solicitation
of proxies by the Board of Directors of American Casino Enterprises, Inc., a
Nevada corporation (the "Company"), for use at the Annual Meeting of
Stockholders of the Company and for any adjournment or adjournments thereof (the
"Annual Meeting"), to be held at the Treasure Island Hotel and Casino, 3300
South Las Vegas Boulevard, Las Vegas, Nevada 89103 at 10:00 a.m., Pacific time,
on April 29, 1996, for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders. A Board of Directors' proxy (the "Proxy") for
the Annual Meeting is enclosed herewith, by means of which you may indicate
your votes as to each of the proposals described in this Proxy Statement.
All Proxies which are properly completed, signed and returned to the
Company prior to the Annual Meeting, and which have not been revoked, will be
voted in accordance with the stockholder's instructions contained in such Proxy.
The affirmative vote by holders of a majority of the Common Stock represented at
the Annual Meeting is required for the election of Directors and for the
ratification of Bradshaw, Smith & Co., as the Company's independent public
accountants. The affirmative vote by holders of a majority of the Common Stock
outstanding is required for ratification of the adoption of the Company's 1996
Stock Option Plan. If no specification is made, shares represented by such Proxy
will be voted FOR the election of the nominees for Directors as set forth
herein; FOR the adoption of the Company's 1996 Stock Option Plan; and FOR the
ratification of the appointment of Bradshaw, Smith & Co., as the Company's
independent public accountants. Shares represented by proxies which are marked
"abstain" for Items 2 and 3 on the proxy card and proxies which are marked to
deny discretionary authority on all other matters will not be included in the
vote totals, and therefore will have no effect on the vote. In addition, where
brokers are prohibited from exercising discretionary authority for beneficial
owners who have not provided voting instructions (commonly referred to as
"broker non-votes"), those shares will not be included in the vote totals.
The Board of Directors does not anticipate that any of its nominees
will be unavailable for election and does not know of any other matters that may
be brought before the Annual Meeting. In
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the event that any other matter shall come before the Annual Meeting or any
nominee is not available for election, the persons named in the enclosed Proxy
will have discretionary authority to vote all Proxies not marked to the contrary
with respect to such matter in accordance with their best judgment.
A stockholder may revoke his or her Proxy at any time before it is
exercised by filing with the Secretary of the Company at its executive offices
in Las Vegas, Nevada, either a written notice of revocation or a duly executed
Proxy bearing a later date, or by appearing in person at the Annual Meeting and
expressing a desire to vote his or her shares in person. All costs of this
solicitation are to be borne by the Company.
A list of stockholders entitled to vote at the Annual Meeting will be
open to examination by any stockholder, for any purpose germane to the meeting,
at the executive offices of the Company, 6243 Industrial Road, Las Vegas, Nevada
89118, during ordinary business hours for ten days prior to the Annual Meeting.
Such list shall also be available during the Annual Meeting.
This Proxy Statement and the accompanying Notice of Annual Meeting of
Stockholders, the Proxy, and the 1995 Annual Report to Stockholders are expected
to be mailed commencing on or about March 14, 1996, to stockholders of record
on March 20, 1996.
VOTING SECURITIES
March 14, 1996 has been fixed as the record date for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting or any adjournment or adjournments thereof. As of that date, the Company
had outstanding 14,367,958 shares of Common Stock, the only outstanding voting
securities of the Company. Stockholders are entitled to one vote for each share
owned upon all matters to be considered at the Annual Meeting.
The following table sets forth, as of March 12, 1996, certain
information concerning those persons known to the Company to be the beneficial
owners (as such term is defined in Rule 13d-3 under the Securities Exchange Act
of 1934 (the "Exchange Act") of more than five (5%) percent of the outstanding
shares of Common Stock of the Company; the number of shares of Common Stock of
the Company owned by all Directors of the Company, individually, and by all
Directors and executive officers of the Company as a group:
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Name and Address of
Percent of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership(1) of Class (2)
- ------------------- ----------------------- ------------
Audrey K. Tassinari 1,142,902(3) 7.5%
6243 Industrial Road
Las Vegas, NV 89118
Ronald J. Tassinari 1,696,582(4) 10.7%
6243 Industrial Road
Las Vegas, NV 89118
Roy K. Keefer 431,000(5) 2.8%
6243 Industrial Road
Las Vegas, Nevada 89118
Douglas R. Sanderson 81,000(6) .5%
2800 Crystal Cove Drive
Las Vegas, Nevada 89117
Jeanne Hood 150,000(7) 1.0%
2316 Timberline Way
Las Vegas, NV 89117
Jay H. Brown 1,379,857(8) 9.4%
520 South Fourth Street
Las Vegas, NV 89102
All executive officers and 3,501,484(9) 20.3%
directors as a group (5 persons)
- ---------------
(1) Unless otherwise noted, all shares are beneficially owned and the sole
voting and investment power is held by the persons indicated.
(2) Based on 14,367,958 shares outstanding as of the date of this Report,
except each beneficial owner's percentage ownership is determined by
assuming that options or warrants that are held by such person and
which are convertible or exchangeable within 60 days of the date hereof
(pursuant to Rule 13d-3 under the Securities Exchange Act of 1934) have
been converted or exercised.
(3) Includes an aggregate of 710,666 shares issuable upon exercise of a
like number of stock options at exercise prices of $.25, $.58, $.76 and
$1.75 per share. Does not include options to acquire 171,334 shares at
an exercise price of $.76, which are not currently exercisable. In
addition, such shares exclude the following shares as to which Mrs.
Tassinari disclaims beneficial ownership: 364,154 shares of Common
Stock owned of record by Ronald J. Tassinari, Mrs. Tassinari's husband;
11,094 shares owned of record by Mrs. Tassinari's husband as custodian
for his son; and 1,321,334 shares issuable upon exercise of currently
exercisable options owned by Mrs.
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Tassinari's husband.
(4) Includes 11,094 shares owned of record by Mr. Tassinari as custodian
for his son and 1,321,334 shares issuable upon exercise of a like
number of options at exercise prices of $.25, $.58, $.76 and $1.75 per
share. Does not include options to acquire 342,666 shares at an
exercise price of $.76, which are not currently exercisable. Such
shares exclude the following shares as to which Mr. Tassinari disclaims
beneficial ownership: 432,236 shares of Common Stock owned of record by
Audrey K. Tassinari, Mr. Tassinari's wife; and 710,666 shares issuable
upon exercise of a like number of currently exercisable stock options
owned of record by Mr. Tassinari's wife.
(5) Includes 419,000 stock options to acquire a like number of shares at
exercise prices of $.53, $.69 and $1.75 per share. Does not include
options to acquire 188,000 shares at a price of $.69 per share which
are not currently exercisable.
(6) Includes 65,000 shares issuable upon exercise of a like number of
options at prices of $.53, $.69 and $1.75 per share.
(7) Represents options to acquire 150,000 shares at prices of $.69 and
$1.75 per share.
(8) Includes an aggregate of 23,167 shares of Common Stock and 324,074
Warrants beneficially owned by Mr. Brown's son and 23,500 shares of
Common Stock beneficially owned by Mr. Brown's wife.
(9) Includes presently exercisable options to purchase an aggregate of
2,666,000 shares of Common Stock referred to in notes 3, 4, 5, 6 and 7
above.
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Board of Directors consists of five persons. The
Company's two Class C Directors, Jeanne Hood and Douglas Sanderson, are standing
for re-election, each to serve for a term of three years and until their
successors are elected and qualified. The terms of the Company's remaining
Directors, Ronald J. Tassinari and Audrey K. Tassinari, both Class A Directors,
expire in 1998 and the term of Roy K. Keefer, a Class B Director, expires in
1997. Accordingly, no vote is being taken on their re-election at this Annual
Meeting. It is intended that the accompanying form of Proxy will be voted FOR
the election as
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Directors of Ms. Hood and Mr. Sanderson, unless the Proxy contains contrary
instructions. Proxies which abstain and do not direct the Proxy holders to vote
for or withhold authority in the matter of electing Directors will be voted for
the election of Ms. Hood and Mr. Sanderson. Proxies cannot be voted for a
greater number of persons than the number of nominees named in the Proxy
Statement.
Management has no reason to believe that any of the nominees will not
be a candidate or will be unable to serve. However, in the event that any of the
nominees should become unable or unwilling to serve as a Director, the Proxy
will be voted for the election of such person or persons as shall be designated
by the Directors.
The persons listed in the table below are all currently serving as
Directors of the Company.
Name Age Position with the Company
---- --- -------------------------
Ronald J. Tassinari 52 President and Director
(Class A)
Audrey K. Tassinari 57 Vice President
and Director (Class A)
Roy K. Keefer 51 Chief Financial Officer,
Secretary and Director
(Class B)
Douglas R. Sanderson 49 Director (Class C)
Jeanne Hood 69 Director (Class C)
Ronald J. Tassinari has been President and a Director of the Company
since its inception in August 1979. From January to August 1979, he acted as a
founder of the Company prior to its formation.
Audrey K. Tassinari has been a Director of the Company since March 1985
and Vice President since April 1986. Mrs. Tassinari is the wife of Ronald J.
Tassinari, the Company's President.
Roy K. Keefer has been Chief Financial Officer of the Company since
April 1992. Mr. Keefer has been a Director of the Company since December 1992.
He served as Manager of Corporate Accounting for the Schulman Group, a major
residential and commercial real estate developer in Las Vegas, Nevada from June
1991 to April 1992. Prior thereto, he was an audit manager for more than three
years with Laventhol & Horwath, a national public accounting firm, and a
successor thereto, Piercy, Bowler, Taylor and Kern. Prior thereto, for five
years Mr. Keefer was a principal
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of Cox Keefer & Company, a public accounting firm.
Douglas R. Sanderson has been a Director of the Company since December
1992. Since April 1995, Mr. Sanderson has been President of Sega Gaming
Enterprises, Inc., an electronic games manufacturer located in Las Vegas,
Nevada. Prior thereto, from June 1994 until April 1995, Mr. Sanderson was Vice
President of Sales of Sega Gaming Enterprises, Inc. From November 1992 to June
1994, he was Director of National Casino Sales for Bally Gaming, Inc., where he
managed and directed sales in major gaming centers of the United States. From
October l990 to October l992 he was Sales Director for International Game
Technology, a Nevada based gaming equipment manufacturer.
Jeanne Hood has been a Director of the Company since February 1994.
Since February 1994, Ms. Hood has served as a gaming consultant to the Company.
See "Certain Relationships and Related Transactions." From 1985 to 1993 Ms. Hood
served as President and Chief Executive Officer of Elsinore, Inc., a publicly
traded gaming company located in Las Vegas, Nevada. From 1977 to 1993, Ms. Hood
also served as President and Chief Executive Officer of Four Queens, Inc., a
wholly-owned subsidiary of Elsinore, Inc., the owner and operator of the Four
Queens Hotel Casino in Las Vegas, Nevada.
Robert J. Michaels served as a Director of the Company from November
1982 until his death in November 1995.
Certain Information Concerning the Board of Directors
Each Director will hold office until the next annual meeting of
Stockholders and until his or her successor has been elected and qualified.
Officers are appointed by and serve at the discretion of the Board of Directors.
The Board of Directors of the Company has audit and compensation committees,
each consisting of Douglas Sanderson and Jeanne Hood.
The Company held six meetings of the Board of Directors during the
fiscal year ended July 31, 1995. Each member of the Board of Directors (at the
time of such meeting) attended all of the meetings either in person or
telephonically.
Executive Compensation
Summary Compensation Table
The following table sets forth all compensation awarded to, earned by,
or paid for all services rendered to the Company, a small business issuer,
during the fiscal years ended July 31, 1993, 1994 and 1995, by the Company's
Chief Executive Officer and all other executive officers whose total
compensation exceeded $100,000.
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Annual Compensation Long-Term Compensation
--------------------------------------- -----------------------------------------------------
Awards Payouts
------------------- -------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Long-
term
Other Restrict- incent-
Name Annual ed ive All
and Compen- Stock Options/ Plan Other
Principal sation Award(s) SARs Payouts Compensation
Position Year Salary ($) Bonus ($) ($) ($) (#) ($) ($)
- --------- ---- ---------- --------- ------ -------- ------- ------- ------------
Ronald J.
Tassinari, 1995 $222,749(1) $135,000 -0- -0- 764,000(2)(3) -0- -0-
Chief Executive 1994 $ 74,520(4) $ 20,000 -0- -0- 500,000(5) -0- -0-
Officer and 1993 $ 13,846(6) $ -0- -0- -0- -0- -0- -0-
President
Audrey K.
Tassinari, 1995 $ 91,071(1) $ 82,500 -0- -0- 382,000(8)(3) -0- -0-
Vice President(7)
Roy K. Keefer 1995 $112,391 $ 40,000 -0- -0- 407,000(9)(3) -0- -0-
Chief Financial
Officer(7)
- -------------------
(1) This amount does not include $12,000 fees paid to this person in Fiscal
1995 for serving on the Table Mountain Casino board of directors.
(2) Includes options to purchase 500,000 shares which were granted in
December 1993 at $1.54 per share, cancelled and re-granted in November
1994 at $.76 per share.
(3) Such options were re-granted by the Board of Directors because the
Board believed that the price upon re-grant better reflected the fair
market value of the Company's Common Stock at the time of re-grant and
as such would provide greater incentive for the optionee to better the
Company's performance.
(4) This amount does not include $35,703 in salary and $12,000 in fees for
serving on the Table Mountain Casino board of directors paid to Ronald
J. Tassinari by the Table Mountain Casino during Fiscal 1994. The
salary payments from the Casino to Mr. Tassinari ceased in April 1994.
In addition, this amount does not include the cost to the Company of
the use of automobiles leased by the Company or the cost to the Company
of health insurance benefits.
(5) These options were granted in December 1993, cancelled in November 1994
and re-granted as set forth in footnotes (2) and (3) above.
(6) This amount does not include $48,620 in salary and Casino Board of
Directors Fees paid to Ronald J. Tassinari by Table Mountain Casino
during the year ended July 31, 1993. In addition, this amount does not
include the cost to the Company of the use of automobiles leased by the
Company or the cost to the Company of health insurance benefits.
(7) This person received less than $100,000 in compensation from the
Company for the fiscal years ended July 31, 1994 and 1993.
(8) Includes options to purchase 250,000 shares which were re-granted in
November 1994 at $.76 per share upon cancellation of a like number of
options granted in December 1993 at $1.54 per share.
(9) Includes options to purchase 275,000 shares which were re-granted in
November 1994 at $.69 per share upon cancellation of a like number of
options granted in December 1993 at $1.40 per share.
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Individualized Option/SAR Grants in Last Fiscal Year
Individual Grants
------------------------------------------------------------
(a) (b) (c) (d) (e)
% of Total
Options/SARs Exercise
Options/ Granted to or Sale
SARs Employees in Price Expiration
Name Granted (#) Fiscal Year ($/SH) Date
- ---- ----------- ------------ -------- -------------------
Ronald J.
Tassinari 764,000 39.7% $.76 11/23/99 - 11/23/02
Audrey K.
Tassinari 382,000 19.8% $.76 11/23/99 - 11/23/02
Roy K. Keefer 407,000 21.1% $.69 11/23/99 - 11/23/02
Aggregated Option/SAR Exercises in Last Fiscal Year and FY End Option/SAR Values
(a) (b) (c) (d) (e)
Value of
Number of Unexercised
Unexercised In-The-Money
Shares Options/SARs at Options/SARs
Acquired FY-End (#) at FY-End ($)
on Exer- Value Exercisable/ Exercisable/
Name cise (#) Realized Unexercisable Unexercisable (1)
- ---- -------- -------- --------------- -----------------
Ronald J.
Tassinari 0 $0 921,334/342,666 $395,000/$125,440
Audrey K.
Tassinari 0 $0 460,666/171,334 $191,240/$35,980
Roy K. Keefer 0 $0 269,000/188,000 $83,320/$52,640
- ---------------
(1) The closing price for the Company's Common Shares on July 31, 1995 was
$.97 per share.
(d) The Company has no long-term incentive plan awards.
(e) Directors receive $1,000 for each meeting of the Board of Directors
they attend. They are also compensated for expenses incurred in attending the
meetings. Certain of the Company's directors have received stock options from
the Company. See "Certain Relationships and Related Transactions."
Employment Agreements
On July 20, 1995, the Company entered into substantially similar
employment agreements with Ronald J. Tassinari, to serve as the Company's Chief
Executive Officer and President, Audrey K.
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Tassinari, to serve as the Company's Vice President, and Roy K. Keefer to serve
as the Company's Chief Financial Officer (collectively, the "Employees"). The
employment agreements provide for a term which concludes on March 31, 2002. The
agreements provide for annual salaries of $300,000, $98,000, and $108,000,
respectively, for Mr. Tassinari, Mrs. Tassinari and Mr. Keefer. The agreements
further provide that the Employees are entitled to receive annual increases in
their salaries every December equal to no less than (i) the annual increases
provided to the Company's other salaried executives or (ii) the increase in the
Annual Average All Items Index of the U.S. City Average Consumer Price Index.
Under the agreements, the Employees are entitled to receive incentive stock
options under the Company's stock option plans and the Company is required to
reimburse Employees for their personal legal and financial consulting expenses,
subject to a maximum of three percent of their prior calendar year's base
salary. Mr. Tassinari is entitled to a term life insurance policy with a minimum
death benefit of $1,000,0000, payable to a beneficiary of Mr. Tassinari's
designation. Mrs. Tassinari and Mr. Keefer are entitled to policies with
$500,000 minimum death benefits, payable to beneficiaries of their designation.
The Company has agreed to provide the Employees with an automobile allowance or,
in lieu thereof, will pay them an equal monthly cash stipend. In the event that
the Company requires the Employee to relocate from Las Vegas, Nevada, the
Company has agreed to pay their relocation expenses and to provide second
mortgages on their new permanent residences of up to $100,000. The employment
agreements also provide for indemnification of the Employees in connection with
their service to the Company.
If the employment of any of the Employees is terminated by reason of
death, the Company shall pay the balance of the monies due under the agreement
to the estate of the decreased Employee. If the employment of any of the
Employees is terminated by reason of disability, the Employee shall be entitled
to one year of severance pay at full salary and then severance pay at half
salary for the remainder of the term. If any of the Employees are terminated
without cause, or the Employees terminate their own employment following: (a) a
change in control (as defined below); (b) a significant change in the Employee's
duties under the agreements; (c) a removal of the Employee from the positions or
offices set forth in the agreements; (d) a substantial reduction in
compensation, unless all senior executives receive comparable reductions; (e) a
breach by the Company of the relocation provisions set forth in the agreements;
(f) if a successor to the Company refuses to assume the Company's obligations
under the agreements; (g) a relocation of the Company's executive offices
without the Employee's consent; (h) a failure by the Company to increase the
Employee's salary; or (i) the Employee remains employed following a change in
control, but then resigns within two years, then the Company shall pay as
liquidated damages, or severance pay, or both to the Employee on the fifth day
following
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the termination date, a lump sum equal to the product of (i) an amount equal to
the sum of the annual base salary in effect as of the termination date plus any
incentive compensation most recently paid or payable to the Employees,
multiplied by (ii) two and ninety-nine one hundredths (2.99), (iii) plus any and
all accrued salary, accrued vacation pay and accrued bonus in addition to any
other consideration due under the agreements. In addition, the agreements
provide that in the event an Employee terminates his or her employment following
a change in control, the Company shall make a cash payment on the 91st day after
such termination to the Employee in an amount equal to the excess, if any, of
(1) the number of options then held by the Employee which have not terminated
other than as a result of termination of employment multiplied by the market
price of the Company's common stock as of the date of termination, over (2) the
aggregate exercise prices for all options then held by the Employee.
For purposes of the employment agreements, a "change in control of the
Company" shall be deemed to have occurred if (i) a third Person becomes the
beneficial owner (as such term is defined in Rule 13d-3 promulgated pursuant to
the Securities Exchange Act of 1934, as amended (the "Act")) of the securities
of the Company having twenty percent (20%) or more of the combined voting power
of all classes of the Company's securities entitled to vote in an election of
Directors of the Company; (ii) there occurs a tender offer or exchange offer by,
a merger or other business combination with, or a sale of substantially all of
the assets of the Company to any third Person; (iii) a stockholder or
stockholders holding five percent (5%) or more of the outstanding common stock
of the Company proposes a reconstitution of additions to or deletions from the
Board and as a result, obtains a majority thereof; or (iv) during any period of
two consecutive years during the term of the agreements, individuals who at the
beginning of such period constitute the Board cease for any reason other than
death or disability to constitute at least a majority thereof.
Certain Relationships and Related Transactions
On September 23, 1993, the Company repaid $18,000 of indebtedness
evidenced by a promissory note dated December 21, 1990 owed to a former director
of the Company, who had loaned the Company such amount for working capital
purposes during the year ended July 31, 1991.
At July 31, 1995, the Company had revolving lines of credit totaling
$500,000 with two banks. One line for $250,000 expires in December 1995 and
bears interest at 3% above prime. The line is collateralized by 91,000 shares of
the Company's common stock owned and pledged by Ronald J. Tassinari, the
Company's President. The credit line is also guaranteed by Audrey K. Tassinari,
the Company's Vice President. The other $250,000 line
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of credit is unsecured, expires in November 1995 and bears interest at 2% above
prime. At July 31, 1995, no funds were outstanding on the lines of credit.
Jeanne Hood, a Director of the Company, has provided consulting
services to the Company since February 1994. Ms. Hood was compensated at the
rate of $2,500 per month for such services for the period from August 1994
through December 1994 and $3,000 per month for the period from January 1995
through July 1995.
On November 23, 1994, the Board of Directors granted stock options to
Robert J. Michaels, Jeanne Hood and Douglas R. Sanderson, Directors of the
Company, to purchase 50,000, 50,000 and 12,500 shares of Common Stock,
respectively. The options were immediately exercisable at $.69 per share in
recognition of prior services rendered to the Company and expire on November 23,
1997.
On December 4, 1994, the Company loaned $110,000 to Ronald J.
Tassinari, the Company's President and a Director. Such amount was repaid on
January 30, 1995, together with interest of $1,460, which had been accrued at
the rate of eight and one half percent (8.5%) per annum.
On May 31, 1995, the Company loaned $125,000 to Ronald J. Tassinari,
the Company's President and a Director. Such amount was repaid on July 24, 1995,
together with interest of $2,109, which had been accrued at the rate of eleven
percent (11%) per annum.
On October 19, 1995, the Board of Directors granted stock options to
Robert J. Michaels, Jeanne Hood and Douglas R. Sanderson, Directors of the
Company, to purchase 50,000, 100,000 and 15,000 shares of Common Stock,
respectively. The options were immediately exercisable at $1.75 per share in
recognition of prior services rendered to the Company and expire on October 18,
2005.
On October 19, 1995, the Board of Directors granted stock options to
Ronald J. Tassinari, Audrey K. Tassinari and Roy K. Keefer, each an Officer and
Director of the Company, to purchase 400,000, 250,000 and 150,000 shares of
Common Stock, respectively. The options were immediately exercisable at $1.75
per share in recognition of prior services rendered to the Company and expire on
October 18, 2005.
See "Executive Compensation" for the terms of Employment Agreements
between the Company and Ronald J. Tassinari, Audrey K. Tassinari and Roy K.
Keefer, each a Director and officer of the Company.
See "Executive Compensation" for the terms of options granted during
Fiscal 1995 to Ronald J. Tassinari, Audrey K. Tassinari, Roy K. Keefer, each a
Director and officer of the Company.
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COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten percent shareholders are required by
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Form 5's were
required for those persons, the Company believes that, during the period from
August 1, 1994 through July 31, 1995, all filing requirements applicable to its
officers, directors, and greater than ten percent beneficial owners were
complied with.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE
STOCKHOLDERS VOTE "FOR" ALL THE NOMINEES LISTED
IN THE FOREGOING PROPOSAL 1.
PROPOSAL 2
APPROVAL OF AMERICAN CASINO ENTERPRISES, INC.
1996 STOCK OPTION PLAN
The Board of Directors of the Company, subject to the approval of
shareholders, adopted the American Casino Enterprises, Inc. 1996 Stock Option
Plan (the "Plan"), which authorizes the grant of options to purchase an
aggregate of 2,500,000 shares of Common Stock.
The Board of Directors has deemed it in the best interest of the
Company to establish the Plan so as to provide employees and other persons
involved in the continuing development and successes of the Company and its
subsidiaries an opportunity to acquire a proprietary interest in the Company by
means of grants of options to purchase Common Stock. The Plan supplements the
1991 Officers Stock Option Plan, which presently has 468,734 shares remaining of
the 1,500,000 authorized thereunder for issuance, and the 1992 Employee Stock
Option Plan which has 191,266 shares of the 2,500,000 authorized thereunder
remaining for issuance. Both the 1991 Officers Stock Option Plan and the 1992
Employee Stock Option Plan were previously approved by the Company's
stockholders. It is
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the opinion of the Board of Directors that by providing the Company's employees
and other individuals contributing to the Company and its subsidiaries the
opportunity to acquire an equity investment in the Company, the Plan will
maintain and strengthen their desire to remain with the Company, stimulate their
efforts on the Company's behalf, and also attract other qualified personnel to
the Company's employ. The affirmative vote of a majority of the voting
securities represented at the meeting, assuming a quorum is present, is required
for approval of the Plan.
The following statements summarize certain provisions of the Plan. All
statements are qualified in their entirety by reference to the text of the Plan,
copies of which are available for examination at the Securities and Exchange
Commission and at the principal office of the Company, 6243 Industrial Road, Las
Vegas, Nevada 89118.
The Plan allows the Company to grant incentive stock options ("ISOs"),
as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended
(the "Code"), Non-Qualified Stock Options ("NQSOs") not intended to qualify
under Section 422(b) of the Code and Stock Appreciation Rights ("SARs")
(collectively, called the "Options"). The Plan is intended to provide the
employees, directors, independent contractors and consultants of the Company
with an added incentive to commence or continue their services to the Company
and to induce them to exert their maximum efforts toward the Company's success.
The Board has deemed it in the best interest of the Company to establish the
Plan so as to provide employees and the other persons listed above the
opportunity to acquire a proprietary interest in the Company by means of grants
of options to purchase Common Stock.
ELIGIBILITY FOR PARTICIPATION
Under the Plan, ISOs or ISOs in tandem with SARs, subject to the
requirements set forth in Temp. Reg. Section 14a.422A-1, A-39 (a)-(e), may be
granted, from time to time, to employees of the Company, including officers,
but excluding Directors, who are not otherwise employees of the Company. NQSOs
and SARs may be granted from time to time, under the Plan, to employees of the
Company, officers, Directors, independent contractors, consultants and other
individuals who are not employees of, but are involved in the continuing
development and success of the Company (persons entitled to receive ISOs,
NQSOs, and/or SARs are hereinafter referred to as "Participants"). ISOs and
ISOs in tandem with SARs may not be granted under the Plan to any person for
whom shares first become exercisable under the Plan or any other stock option
plan of the Company in any calendar year having an aggregate fair market value
(measured at the respective time of grant of such options) in excess of
$100,000. Any grant in excess of such amount shall be deemed a grant of a NQSO.
The maximum number of Options which can be granted to a Participant in any
calendar year is 350,000. To date, the Company
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has seven employees (three of whom are also directors), who are eligible for
grants of one or more types of options under the Plan. The Company cannot
presently compute the number of non-employees who may be entitled to NQSOs.
ADMINISTRATION
The Plan is to be administered by the Board of Directors of the Company
or by a Stock Option or Compensation Committee comprised of at least two
disinterested persons (the term "disinterested" having the meaning ascribed to
it by Rule 16b-3 of the Securities Exchange Act of 1934). Any Stock Option or
Compensation Committee cannot contain less than two disinterested directors. An
interested Director cannot be on such Committee. The Board of Directors or the
Committee will have the authority, in its discretion, to determine the persons
to whom, options shall be granted, the character of such options and the number
of Common Shares to be subject to each option. Presently, the Plan will be
administered by Jeanne Hood and Douglas Sanderson, the Company's two
disinterested Directors.
TERMS OF OPTIONS
The terms of options granted under the Plan are to be determined by the
Board or its committee. Each option is to be evidenced by a stock option
agreement between the Company and the employee to whom such option is granted,
and is subject to the following additional terms and conditions:
(a) Exercise of the Option: The Board of Directors or its
committee will determine the time periods during which options granted
under the Plan may be exercised. An option must be granted within ten
(10) years from the date the Plan was adopted or the date the Plan is
approved by the stockholders of the Company, whichever is earlier.
Options will be exercisable in whole or in part at any time during the
period but will not have an expiration date later than ten (10) years
from the date of grant. Unless otherwise provided in any option
agreement issued under the Plan, any Option granted under the Plan may
be exercisable in whole or in part at any time during the exercise
period and must become fully exercisable within five years from the
date of its grant, and no less than 20% of the Option shall become
exercisable on an aggregate basis by the end of any of the first five
years of the Option. The Board of Directors of or its Committee may, in
its sole discretion, accelerate any such vesting period after the grant
thereof. Notwithstanding the above, ISOs or SARs granted in tandem with
ISOs, granted to holders owning directly or through attribution more
than 10% of the Company's Common Shares are subject to the additional
restriction that the expiration date shall not be later
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17
than five (5) years from the date of grant. An option is exercised by
giving written notice of exercise to the Company specifying the number
of full shares of Common Stock to be purchased and tendering payment of
the purchase price to the Company in cash or certified check, or if
permitted by the instrument of grant, with respect to an ISO, or at the
discretion of the Board or its committee with respect to NQSOs, by
delivery of Common Shares having a fair market value equal to the
option price, by delivery of an interest bearing promissory note having
an original principal balance equal to the Option Price and an interest
rate not below the rate which would result in imputed interest under
the Code or by a combination of cash, shares of Common Stock and
promissory notes. Furthermore, in the case of a NQSO, at the discretion
of the Board of Directors or its committee, the Participant may have
the Company withhold from the Common Stock to be issued upon exercise
of the Option that number of shares having a fair market value equal to
the exercise price and/or the withholding amount due.
(b) Option Price: The option price of an NQSO or an SAR
granted in tandem with an NQSO granted pursuant to the Plan, is
determined by the Board of Directors or its committee at their sole
discretion.
In no event may the option price of an ISO or SARs granted in
tandem with ISOs be less than the fair market value on the date of
grant. Such fair market value of an ISO shall be determined by the
Board of Directors and, if the Common Shares are listed on a national
securities exchange or traded on the over-the-counter market, the fair
market value shall be the closing price on such exchange, or the mean
of the reported bid and asked prices of the Common Shares on the
over-the-counter market as reported by NASDAQ, the NASD OTC Bulletin
Board or the National Quotation Bureau, Inc., as the case may be, on
such date. ISOs or SARs granted in tandem with ISOs, granted to holders
owning directly or through attribution, more than 10% of the Company's
Common Stock are subject to the additional restriction that the option
price must be at least 110% of the fair market value of the Company's
Common Shares on the date of grant.
(c) Termination of Employment; Death: Except as provided in
the Plan, or otherwise determined by the Board of Directors or its
committee in its sole discretion, upon termination of employment with
the Company for any reason, a holder of an Option under the Plan may
exercise such Option to the extent such Option was exercisable as of
the date of termination or at any time within thirty (30) days after
the date of such termination. However, unless
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18
otherwise determined by the Board of Directors or its committee in its
sole discretion, any options granted under the Plan shall immediately
terminate in the event the optionee is convicted of a felony committed
against the Company.
If the holder of an Option granted under the Plan dies (i)
while employed by the Company or a subsidiary or parent corporation or
(ii) within three (3) months after the termination of such holder's
employment, such option may be exercised within twelve months, less one
day, of death by a legatee or legatees of such option under such
individual's last will or by such individual's estate, to the extent
such option was exercisable as of the date of death or date of
termination of employment, whichever date is earlier.
If the holder of an Option under the Plan becomes disabled
within the definition of section 22(e)(3) of the Code while employed by
the Company or a subsidiary or parent corporation, such Option may be
exercised at any time within six months, less one day, after such
holder's termination of employment due to the disability.
Except as otherwise determined by the Board of Directors or
the Committee in its sole discretion, an Option may not be exercised
except to the extent that the holder was entitled to exercise the
option at the time of termination of employment or death, and in any
event it may not be exercised after the original expiration date of the
option.
(d) Nontransferability of Options; No Liens: An option is
nontransferable and non-assignable by the optionee, other than by will
or the laws of descent and distribution, and any ISO or SAR in tandem
with an ISO is exercisable during the lifetime of the optionee and only
by the optionee, or in the event of his or her death, by a person who
acquires the right to exercise the option by bequest or inheritance or
by reason of the death of the optionee.
The option agreement may contain such other terms, provisions and
conditions not inconsistent with the Plan as may be determined by the Board of
Directors or its committee.
TERMINATION; MODIFICATION AND AMENDMENT
The Plan (but not options previously granted under the Plan) shall
terminate ten years from the earlier of the date of its adoption by the Board of
Directors or the date the Plan is approved
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19
by the Stockholders of the Company. No option will be granted after termination
of the Plan.
The Board of Directors of the Company may terminate the Plan at any
time prior to its expiration date, or from time to time make such modifications
or amendments of the Plan as it deems advisable. However, the Board may not,
without the approval of a majority of the then outstanding shares of the Company
entitled to vote thereon, except under conditions described under "Adjustments
Upon Changes in Capitalization," increase the maximum number of shares as to
which options may be granted under the Plan or materially change the standards
of eligibility under the Plan.
No termination, modification or amendment of the Plan may adversely
affect the terms of any outstanding options without the consent of the holders
of such options.
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
In the event that the number of outstanding Common Shares of the
Company is changed by reason of recapitalization, reclassification, stock split,
stock dividend, combination, exchange of shares, or the like, the Board of
Directors of the Company will make an appropriate adjustment in the aggregate
number of Common Shares available under the Plan, in the number of Common Shares
reserved for issuance upon the exercise of then outstanding options and in the
exercise prices of such options. Any adjustment in the number of shares will
apply proportionately only to the unexercised portion of options granted under
the Plan. Fractions of shares resulting from any such adjustment shall be
revised to the next higher whole number of shares.
In the event of the proposed dissolution or liquidation of
substantially all of the assets of the Company, all outstanding options will
automatically terminate, unless otherwise provided by the Board.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion is only a summary of the principal Federal
income tax consequences of the Options granted under the Plan and is based on
existing Federal law, which is subject to change, in some cases retroactively.
This discussion is also qualified by the particular circumstances of individual
optionees, which may substantially alter or modify the Federal income tax
consequences herein discussed.
Generally, under present law, when an option qualifies as an ISO under
Section 422 of the Code (i) an employee will not realize taxable income either
upon the grant or the exercise of the option, (ii) the amount by which the fair
market value of the shares acquired by the exercise of the option at the time of
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20
exercise exceeds the option price is included in alternative minimum taxable
income for purposes of determining the employee's alternative minimum tax, (iii)
any gain or loss (the difference between the net proceeds received upon the
disposition of the shares and the option price paid therefor) upon a qualifying
disposition of the shares acquired by the exercise of the option will be treated
as capital gain or loss if the stock qualifies as a capital asset in the hands
of the employee, and (iv) no deduction will be allowed to the Company for
Federal income tax purposes in connection with the grant or exercise of an
incentive stock option or a qualifying disposition of the shares. A disposition
by an employee of shares acquired upon exercise of an ISO will constitute a
qualifying disposition if it occurs after the holder's death or more than two
years after the grant of the option and one year after the issuance of the
shares to the employee. If such shares are disposed of by the employee before
the expiration of those time limits, the transfer would be a "disqualifying
disposition" and the employee, in general, will recognize ordinary income (and
the Company will receive an equivalent deduction) equal to the lesser of (i) the
aggregate fair market value of the shares as of the date of exercise less the
option price, or (ii) the amount realized on the disqualifying disposition less
the option price. Ordinary income from a disqualifying disposition will
constitute compensation for which withholding may be required under Federal and
state law. Currently under the Code, the maximum rate of tax on ordinary income
is greater than the rate of tax on long-term capital gains. Legislation has
passed the House of Representatives and the Senate to decrease the marginal rate
of tax on capital gains. It is unknown whether such legislation will eventually
be enacted into law. Furthermore, in the future, the rate of tax on such gains
may be increased. No assurance can be given of when, if ever, new tax
legislation will be enacted into law, and the effective date of any such
legislation.
In the case of a non-qualified stock option granted under the Plan, no
income generally is recognized by the optionee at the time of the grant of the
option assuming such non-qualified stock option does not have a readily
ascertainable fair market value. The optionee generally will recognize ordinary
income when the non-qualified stock option is exercised equal to the aggregate
fair market value of the shares acquired less the option price. Ordinary income
from non-qualified stock options will constitute compensation for which
withholding may be required under Federal and state law, and the Company will
receive an equivalent deduction, subject to the limitations of Section 162(m) of
the Code which limits the amount a publicly held corporation may deduct with
respect to remuneration generally paid to an executive officer of the
Corporation to $1,000,000. Income recognized by such executive officer on the
exercise of a NQSO or SAR would be deemed remuneration. There are certain
exceptions including income from the exercise of a NQSO or SAR which the Company
may avail itself if the Plan is administered by two directors who are not
directly or
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21
indirectly employed by the Company and certain other tests are met by the
Company. The Company does not currently have any such directors.
Shares acquired upon exercise of non-qualified stock options will have
a tax basis equal to their fair market value on the exercise date or other
relevant date on which ordinary income is recognized and the holding period for
the shares generally will begin on the date of the exercise or such other
relevant date. Upon subsequent disposition of the shares, the optionee will
recognize capital gain or loss if the stock is a capital asset in his hands.
Provided the shares are held by the optionee for more than one year prior to
disposition, such gain or loss will be long-term capital gain or loss. As set
forth above, the maximum rate of tax on ordinary income is currently greater
than the rate of tax on long-term capital gains. To the extent an optionee
recognizes a capital loss, such loss may currently generally offset capital
gains and $3,000 of ordinary income. Any excess capital loss is carried forward
indefinitely.
The grant of an SAR is generally not a taxable event for the optionee.
Upon the exercise of an SAR the optionee will recognize ordinary income in an
amount equal to the amount of cash and with respect to SARs granted in tandem
with NQSOs, the fair market value of any Common Shares received upon such
exercise, and the Company will be entitled to a deduction equal to the same
amount. However, if the sale of any shares received would be subject to Section
16(b) of the Securities Exchange Act of 1934, ordinary income attributable to
such shares received will be recognized on the date such sale would not give
rise to a Section 16(b) action, valued at the fair market value at such later
time, unless the optionee has made a Section 83(b) election within 30 days after
the date of exercise to recognize ordinary income as of the date of exercise
based on the fair market value at the date of exercise.
The foregoing discussion is only a brief summary of the applicable
Federal income tax laws as in effect on this date and should not be relied upon
as being a complete statement. The Federal tax laws are complex, and they are
subject to legislative changes and new or revised judicial or administrative
interpretations at any time. In addition to the Federal income tax consequences
described herein, an optionee may also be subject to state and/or local income
tax consequences in the jurisdiction in which the grantee works and/or resides.
NEW PLAN BENEFITS
As of March 12, 1996, no options have been granted or allocated under
the Plan. Accordingly, any benefits or amounts that will be received by
management of the Company under the Plan are not presently determinable.
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22
THE BOARD OF DIRECTORS RECOMMENDS THAT THE
STOCKHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL 2
PROPOSAL 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Bradshaw, Smith & Co.,
independent public accountants, to continue as the Company's auditors and to
audit the books of account and other records of the Company for the fiscal year
ending July 31, 1996. The Board recommends that shareholders vote "FOR"
ratification of such appointment. Bradshaw, Smith & Co., Las Vegas, Nevada has
audited the Company's financial statements since the fiscal year ended July 31,
1993. They have no financial interests, either direct or indirect, in the
Company. Representatives of Bradshaw, Smith & Co. are expected to be present at
the Annual Meeting to respond to appropriate questions from stockholders and to
make a statement if they desire to do so.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL 4.
OTHER MATTERS
The Board of Directors is not aware of any business to be
presented at the Annual Meeting except the matters set forth in the Notice and
described in this Proxy Statement. Unless otherwise directed, all shares
represented by Board of Directors' Proxies will be voted in favor of the
proposals of the Board of Directors described in this Proxy Statement. If any
other matters come before the Annual Meeting, the persons named in the
accompanying Proxy will vote on those matters according to their best judgment.
EXPENSES
The entire cost of preparing, assembling, printing and mailing
this Proxy Statement, the enclosed Proxy and other materials, and the cost of
soliciting Proxies with respect to the Annual Meeting, will be borne by the
Company. The Company will request banks and brokers to solicit their customers
who beneficially own shares listed of record in names of nominees, and will
reimburse those banks and brokers for the reasonable out-of-pocket expenses of
such solicitations. The original solicitation of Proxies by mail may be
supplemented by telephone and telegram by officers and other regular employees
of the
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23
Company, but no additional compensation will be paid to such individuals.
STOCKHOLDER PROPOSALS
No person who intends to present a proposal for action at a
forthcoming stockholders' meeting of the Company may seek to have the proposal
included in the proxy statement or form of proxy for such meeting unless that
person (a) is a record beneficial owner of at least 1% or $1,000 in market value
of shares of Common Stock, has held such shares for at least one year at the
time the proposal is submitted, and such person shall continue to own such
shares through the date on which the meeting is held, (b) provides the Company
in writing with his name, address, the number of shares held by him and the
dates upon which he acquired such shares with documentary support for a claim of
beneficial ownership, (c) notifies the Company of his intention to appear
personally at the meeting or by a qualified representative under Nevada law to
present his proposal for action, and (d) submits his proposal timely. A proposal
to be included in the proxy statement or proxy for the Company's next annual
meeting of stockholders, will be submitted timely only if the proposal has been
received at the Company's principal executive office no later than December 30,
1996. If the date of such meeting is changed by more than 30 calendar days from
the date such meeting is scheduled to be held under the Company's By-Laws, or if
the proposal is to be presented at any meeting other than the next annual
meeting of stockholders, the proposal must be received at the Company's
principal executive office at a reasonable time before the solicitation of
proxies for such meeting is made.
Even if the foregoing requirements are satisfied, a person may
submit only one proposal of not more than 500 words with a supporting statement
if the latter is requested by the proponent for inclusion in the proxy
materials, and under certain circumstances enumerated in the Securities and
Exchange Commission's rules relating to the solicitation of proxies, the Company
may be entitled to omit the proposal and any statement in support thereof from
its proxy statement and form of proxy.
BY ORDER OF THE BOARD OF DIRECTORS
Las Vegas, Nevada Roy K. Keefer
March 20, 1996 Secretary
Copies of the Company's 1995 Annual Report on Form 10-KSB for
the fiscal year ended July 31, 1995 as filed with the Securities and Exchange
Commission, including the financial statements, can be obtained without charge
by stockholders (including beneficial owners of the Company's Common Stock) upon
written request to Roy K. Keefer, the Company's Secretary, American Casino
Enterprises, Inc., 6243 Industrial Road, Las Vegas, Nevada 89118.
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AMERICAN CASINO ENTERPRISES, INC.
6243 Industrial Road
Las Vegas, Nevada 89118
PROXY
The undersigned, a holder of Common Stock of American Casino
Enterprises, Inc. a Nevada corporation (the "Company"), hereby appoints Ronald
J. Tassinari and Roy K. Keefer, and each of them, the proxies of the
undersigned, each with full power of substitution, to attend, represent and vote
for the undersigned, all of the shares of the Company which the undersigned
would be entitled to vote, at the Annual Meeting of Stockholders of the Company
to be held on April 29, 1996 and any adjournments thereof, as follows:
1. ELECTION OF DIRECTORS, as provided in the Company's Proxy
Statement:
[ ] FOR all nominees listed below
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below.
(Instructions: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH OR OTHERWISE STRIKE
OUT HIS OR HER NAME BELOW)
Douglas R. Sanderson and Jeanne Hood
2. To act upon a proposal to adopt the Company's 1996 Stock
Option Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To ratify the appointment of Bradshaw, Smith & Co., as the
Company's independent auditors by the year ended July 31,
1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Upon such other matters as may properly come before the
meeting or any adjournments thereof.
The undersigned hereby revokes any other proxy to vote at such
Annual Meeting, and hereby ratifies and confirms all that said attorneys and
proxies, and each of them, may lawfully do by virtue hereof. With respect to
matters not known at the time of the solicitations hereof, said proxies are
authorized to vote in accordance with their best judgment.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN ACCORDANCE
WITH THE INSTRUCTIONS SET FORTH HEREIN. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF THE TWO DIRECTORS NAMED IN PROPOSAL 1, FOR
THE ADOPTION OF PROPOSALS 2 and 3, AND AS SAID PROXIES SHALL DEEM ADVISABLE
ON SUCH OTHER
25
BUSINESS AS MAY COME BEFORE THE MEETING.
The undersigned acknowledges receipt of a copy of the Notice of
Annual Meeting and accompanying Proxy Statement dated March 20, 1996 relating
to the Annual Meeting, and the 1995 Annual Report to Stockholders.
------------------------------
------------------------------
Signature(s) of Stockholder(s)
The signature(s) hereon should correspond exactly with the name(s) of
the Stockholder(s) appearing on the Stock Certificate. If stock is
jointly held, all joint owners should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If signer is a corporation, please sign the full corporate name,
and give title of signing officer.
Date: , 1996
---------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
AMERICAN CASINO ENTERPRISES, INC.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE.
26
AMERICAN CASINO ENTERPRISES, INC.
1996 STOCK OPTION PLAN
1. Purposes.
The AMERICAN CASINO ENTERPRISES, INC. 1996 STOCK OPTION PLAN (the
"Plan") is intended to provide the employees, directors, independent contractors
and consultants of American Casino Enterprises, Inc. (the "Company") with an
added incentive to continue their services to the Company and to induce them to
exert their maximum efforts toward the Company's success. By thus encouraging
employees, directors, independent contractors and consultants and promoting
their continued association with the Company, the Plan may be expected to
benefit the Company and its stockholders. The Plan allows the Company to grant
Incentive Stock Options ("ISOs") (as defined in Section 422(b) of the Internal
Revenue Code of 1986, as amended (the "Code"), Non-Qualified Stock Options
("NQSOs") not intended to qualify under Section 422(b) of the Code and Stock
Appreciation Rights ("SARs") (collectively the "Options").
2. Shares Subject to the Plan.
The total number of shares of Common Stock of the Company, $.01 par
value per share, that may be subject to Options granted under the Plan shall be
2,500,000 in the aggregate, subject to adjustment as provided in Paragraph 8 of
the Plan; however, the grant of an ISO to an employee together with a tandem SAR
or any NQSO to an employee together with a tandem SAR shall only require one
shares of Common Stock available subject to the Plan to satisfy such joint
Option. The Company shall at all times while the Plan is in force reserve such
number of shares of Common Stock as will be sufficient to satisfy the
requirement of outstanding Options granted under the Plan. In the event any
Option granted under the Plan shall expire or terminate for any reason without
having been exercised in full or shall cease for any reason to be exercisable in
whole or in part, the unpurchased shares subject thereto shall again be
available for granting of Options under the Plan.
3. Eligibility.
ISO's or ISO's in tandem with SAR's (provided the SAR meets the
requirements set forth in Temp. Reg. Section 14a.422A-1, A-39 (a) through (e)
inclusive) may be granted from time to time under the Plan to one or more
employees of the Company or of a "subsidiary" or "parent" of the Company, as the
quoted terms are defined within Section 424 of the Code. An Officer is an
employee for the above purposes. However, a director of the Company who is not
otherwise an employee is not deemed an employee for such purposes. ISOs, NQSOs
and SARs may be granted from time to time
27
under the Plan to one or more employees of the Company, Officers, members of the
Board of Directors, independent contractors, consultants and other individuals
who are not employees of, but are involved in the continuing development and
success of the Company and/or of a subsidiary of the Company, including persons
who have previously been granted Options under the Plan.
4. Administration of the Plan.
(a) The Plan shall be administered by the Board of Directors of the Company
as such Board of Directors may be composed from time to time and/or by a Stock
Option Committee (the "Committee") which shall be comprised of at least two
disinterested persons (the term "disinterested" having the meaning ascribed to
it by Rule 16b-3 of the Securities Exchange Act of 1934 (the "1934 Act))
appointed by such Board of Directors of the Company. As and to the extent
authorized by the Board of Directors of the Company, the Committee may exercise
the power and authority vested in the Board of Directors under the Plan. Within
the limits of the express provisions of the Plan, the Board of Directors or
Committee shall have the authority, in its discretion, to determine the
individuals to whom, and the time or times at which, Options shall be granted,
the character of such Options (whether ISO, NQSOs, SARs in tandem with NQSOs,
and/or SARs in tandem with ISOs) and the number of shares of Common Stock to be
subject to each Option, the manner and form in which the optionee can tender
payment upon the exercise of his Option, and to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to the Plan, to
determine the terms and provisions of Option agreements that may be entered into
in connection with Options (which need not be identical), subject to the
limitation that agreements granting ISOs must be consistent with the
requirements for the ISOs being qualified as "incentive stock options" as
provided in Section 422 of the Code, and to make all other determinations and
take all other actions necessary or advisable for the administration of the
Plan. In making such determinations, the Board of Directors and/or the Committee
may take into account the nature of the services rendered by such individuals,
their present and potential contributions to the Company's success, and such
other factors as the Board of Directors and/or the Committee, in its discretion,
shall deem relevant. The Board of Directors' and/or the Committee's
determinations on the matters referred to in this Paragraph shall be conclusive.
(b) Notwithstanding anything contained herein to the contrary, at anytime
during the period the Company's Common Stock is registered pursuant to Section
12(g) of the 1934 Act, the Committee, if one has been appointed to administer
the Plan with respect to grants to all persons or solely with respect to persons
subject to Section 16 of the 1934 Act, shall have the exclusive right to grant
Options to persons subject to Section 16 of the 1934
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Act and set forth the terms and conditions thereof. With respect to persons
subject to Section 16 of the 1934 Act, transactions under the Plan are intended,
to the extent possible, comply with all applicable conditions of Rule 16b-3, as
amended from time to time, (and its successor provisions, if any) under the 1934
Act. To the extent any provision of the Plan or action by the Board of Directors
or Committee fails to so comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Board of Directors and/or such
Committee.
5. Terms of Options.
Within the limits of the express provisions of the Plan, the Board of
Directors or the Committee may grant either ISOs or NQSOs or SARs in tandem with
NQSOs or SARs in tandem with ISOs. An ISO or an NQSO enables the optionee to
purchase from the Company, at any time during a specified exercise period, a
specified number of shares of Common Stock at a specified price (the "Option
Price"). The optionee, if granted a SAR in tandem with a NQSO or ISO, may
receive from the Company, in lieu of exercising his option to purchase shares
pursuant to his NQSO or ISO, at one of the certain specified times during the
exercise period of the NQSO or ISO as set by the Board of Directors or the
Committee, the excess of the fair market value upon such exercise (as determined
in accordance with subparagraph (b) of this Paragraph 5) of one shares of Common
Stock over the Option Price per share specified upon grant of the NQSO or
ISO/SAR multiplied by the number of shares of Common Stock covered by the SAR so
exercised. The character and terms of each Option granted under the Plan shall
be determined by the Board of Directors and/or the Committee consistent with the
provisions of the Plan, including the following:
(a) An Option granted under the Plan must be granted within 10 years from
the date the Plan is adopted, or the date the Plan is approved by the
shareholders of the Company, whichever is earlier.
(b) The Option Price of the shares of Common Stock subject to each ISO and
each SAR issued in tandem with an ISO shall not be less than the fair market
value of such shares of Common Stock at the time such ISO is granted. Such fair
market value shall be determined by the Board of Directors and, if the Common
Stock is listed on a national securities exchange or traded on the
over-the-counter market, the fair market value shall be the closing price on
such exchange, or the mean of the closing bid and asked prices of the Common
Stock on the over-the-counter market, as reported by the Nasdaq Stock Market,
the National Association of Securities Dealers OTC Bulletin Board or the
National Quotation Bureau, Inc., as the case may be, on the day on which the
Option is granted or, if there is no closing price or bid or asked price on that
day, the closing price or mean of the closing bid and asked prices on the most
recent day preceding the day on which the Option
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is granted for which such prices are available. If an ISO or SAR in tandem with
an ISO is granted to any individual who, immediately before the ISO is to be
granted, owns (directly or through attribution) more than 10% of the total
combined voting power of all classes of capital stock of the Company or a
subsidiary or parent of the Company, the Option Price of the Common Stock
subject to such ISO shall not be less than 110% of the fair market value per
share of the Common Stock at the time such ISO is granted.
(c) The Option Price of the Common Stock subject to an NQSO or an SAR in
tandem with a NQSO granted pursuant to the Plan shall be determined by the Board
of Directors or the Committee, in its sole discretion.
(d) In no event shall any Option granted under the Plan have an expiration
date later than 10 years from the date of its grant, and all Options granted
under the Plan shall be subject to earlier termination as expressly provided in
Paragraph 6 hereof. If an ISO or an SAR in tandem with an ISO is granted to any
individual who, immediately before the ISO is granted, owns (directly or through
attribution) more that 10% of the total combined voting power of all classes of
capital stock of the Company or of a subsidiary or parent of the Company, such
ISO shall by its terms expire and shall not be exercisable after the expiration
of five (5) years from the date of its grant.
(e) With respect to the grant of SAR's to Officers and Directors of the
Company, an SAR may be exercised at any time after six months of the date of the
grant thereof during the exercise period of the ISO or NQSO with which it is
granted in tandem and prior to the exercise of such ISO or NQSO, but only within
the specified 10 business day period referred to in subsection (e)(3) of Rule
16b-3 of the 1934 Act (generally, the 10 business days immediately following the
publication of the Company's quarterly financial information) if the Company's
Common Stock is registered pursuant to Section 12(g) of the 1934 Act.
Notwithstanding the foregoing, the Board of Directors and/or the Committee shall
in their discretion determine from time to time the terms and conditions of
SAR's to be granted, which terms may vary from the afore-described conditions,
and which terms shall be set forth in a written stock option agreement
evidencing the SAR granted in tandem with the ISO or NQSO. The exercise of an
SAR granted in tandem with an ISO or NQSO shall be deemed to cancel such number
of shares subject to the unexercised Option as were subject to the exercised
SAR. The Board of Directors or the Committee has the discretion to alter the
terms of the SARS if necessary to comply with Federal or state securities law.
Amounts to be paid by the Company in connection with an SAR may, in the Board of
Director's or the Committee's discretion, be made in cash, Common Stock or a
combination thereof.
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(f) Unless otherwise provided in any Option agreement under the Plan, an
Option granted under the Plan shall become exercisable, in whole at any time or
in part from time to time, but in no case may an Option (i) be exercised as to
less than one hundred (100) shares of Common Stock at any one time, or the
remaining Common Stock covered by the Option if less than one hundred (100), and
(ii) become fully exercisable more than five years from the date of its grant
nor shall less than 20% of the Option become exercisable in any of the first
five years of the Option.
(g) An Option granted under the Plan shall be exercised by the delivery by
the holder thereof to the Company at its principal office (to the attention of
the Secretary) of written notice of the number of full shares of Common Stock
with respect to which the Option is being exercised, accompanied by payment in
full, which payment at the option of the optionee shall be in the form of (i)
cash or certified or bank check payable to the order of the Company, of the
Option Price of such Common Stock, or, (ii) if permitted by the Committee or the
Board of Directors, as determined by the Committee or the Board of Directors in
its sole discretion at the time of the grant of the Option with respect to an
ISO and at or prior to the time of exercise with respect to a NQSO, by the
delivery of Common Stock having a fair market value equal to the Option Price or
the delivery of an interest-bearing promissory note having an original principal
balance equal to the Option Price and an interest rate not below the rate which
would result in imputed interest under the Code (provided, in order to qualify
as an ISO, more than one year shall have passed since the date of grant and one
year from the date of exercise), or (iii) at the option of the Committee or the
Board of Directors, determined by the Committee or the Board of Directors in its
sole discretion at the time of the grant of the Option with respect to an ISO
and at or prior to the time of exercise with respect to a NQSO, by a combination
of cash, promissory note and/or such shares of Common Stock (subject to the
restriction above) held by the employee that have a fair market value together
with such cash and principal amount of any promissory note that shall equal the
Option Price, and, in the case of a NQSO, at the discretion of the Committee or
Board of Directors by having the Company withhold from the Common Stock to be
issued upon exercise of the Option that number of shares having a fair market
value equal to the exercise price and/or the tax withholding amount due, or
otherwise provide for withholding as set forth in Paragraph 9(c) hereof, or in
the event an employee is granted an ISO or NQSO in tandem with an SAR and
desires to exercise such SAR, such written notice shall so state such intention.
The Option Price may also be paid in full by a broker-dealer to whom the
optionee has submitted an exercise notice consisting of a fully endorsed Option,
or through any other medium of payment as the Board of Directors and/or the
Committee, in its discretion, shall authorize.
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(h) The holder of an Option shall have none of the rights of a shareholder
with respect to the Common Stock covered by such holder's Option until such
Common Stock shall be issued to such holder upon the exercise of the Option.
(i) All Options granted under the Plan shall not be transferable otherwise
than by will or the laws of descent and distribution, and any ISO or SAR in
tandem with an ISO granted under the Plan may be exercised during the lifetime
of the holder thereof only by the holder. No Option granted under the Plan shall
be subject to execution, attachment or other process.
(j) The aggregate fair market value, determined as of the time any ISO or
SAR in tandem with an ISO is granted and in the manner provided for by
Subparagraph (b) of this Paragraph 5, of the Common Stock with respect to which
ISOs granted under the Plan are exercisable for the first time during any
calendar year and under incentive stock options qualifying as such in accordance
with Section 422 of the Code granted under any other incentive stock option plan
maintained by the Company or its parent or subsidiary corporations, shall not
exceed $100,000. Any grant of Options in excess of such amount shall be deemed a
grant of a NQSO.
(k) Notwithstanding anything contained herein to the contrary, an SAR which
was granted in tandem with an ISO shall (i) expire no later than the expiration
of the underlying ISO; (ii) be for no more than 100% of the spread at the time
the SAR is exercised; (iii) shall only be transferable when the underlying ISO
is transferable; (iv) only be exercised when the underlying ISO is eligible to
be exercised; and (v) only be exercisable when there is a positive spread.
(l) In no event shall an employee be granted Options for more than 350,000
shares of Common Stock during any calendar year period; provided, however, that
the limitation set forth in this Section 5(l) shall be subject to adjustment as
provided in Section 8 herein.
6. Death or Termination of Employment.
(a) Except as provided herein, or otherwise determined by the Board of
Directors or the Committee in its sole discretion, upon termination of
employment with the Company for any reason, a holder of an Option under the Plan
may exercise such Options to the extent such Options were exercisable as of the
date of termination at any time within thirty (30) days after the date of such
termination, subject to the provisions of Subparagraph (d) of this Paragraph 6.
Notwithstanding anything contained herein to the contrary, unless otherwise
determined by the Board of Directors or the Committee in its sole discretion,
any options granted hereunder to an optionee and then outstanding shall
immediately terminate in
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the event the optionee is convicted of a felony committed against the Company,
and the provisions of this Subparagraph (a) shall not be applicable thereto.
(b) If the holder of an Option granted under the Plan dies (i) while
employed by the Company or a subsidiary or parent corporation or (ii) within
three (3) months after the termination of such holder's employment, such Options
may, subject to the provisions of subparagraph (d) of this Paragraph 6, be
exercised by a legatee or legatees of such Option under such individual's last
will or by such individual's personal representatives or distributees at any
time within such time as determined by the Board of Directors or the Committee
in its sole discretion, but in no event less than twelve months less one day
after the individual's death, to the extent such Options were exercisable as of
the date of death or date of termination of employment, whichever date is
earlier.
(c) If the holder of an Option under the Plan becomes disabled within the
definition of section 22(e)(3) of the Code while employed by the Company or a
subsidiary or parent corporation, such Option may, subject to the provisions of
subparagraph (d) of this Paragraph 6, be exercised at any time within six months
less one day after such holder's termination of employment due to the
disability.
(d) Except as otherwise determined by the Board of Directors or the
Committee in its sole discretion, an Option may not be exercised pursuant to
this Paragraph 6 except to the extent that the holder was entitled to exercise
the Option 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.
(e) The Board of Directors or the Committee, in its sole discretion, may at
such time or times as it deems appropriate, if ever, accelerate all or part of
the vesting provisions with respect to one or more outstanding options. The
acceleration of one option shall not infer that any option is or to be
accelerated.
7. Leave of Absence.
For the purposes of the Plan, an individual who is on military or sick
leave or other bona fide leave of absence (such as temporary employment by the
Government) shall be considered as remaining in the employ of the Company or of
a subsidiary or parent corporation for ninety (90) days or such longer period as
such individual's right to reemployment is guaranteed either by statute or by
contract.
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8. Adjustment Upon Changes in Capitalization.
(a) In the event that the outstanding Common Stock is hereafter changed by
reason of recapitalization, reclassification, stock split-up, combination or
exchange of Common Stock or the like, or by the issuance of dividends payable in
Common Stock, an appropriate adjustment shall be made by the Board of Directors,
as determined by the Board of Directors and/or the Committee, in the aggregate
number of shares of Common Stock available under the Plan, in the number of
shares of Common Stock issuable upon exercise of outstanding Options, and the
Option Price per share. In the event of any consolidation or merger of the
Company with or into another company, or the conveyance of all or substantially
all of the assets of the Company to another company, each then outstanding
Option 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
Common Stock of the Company 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 the Company (or successor entity) shall be made as
set forth above with respect to any future changes in the capitalization of the
Company or its successor entity. In the event of the proposed dissolution or
liquidation of the Company, all outstanding Options under the Plan will
automatically terminate, unless otherwise provided by the Board of Directors of
the Company or any authorized committee thereof.
(b) Any Option granted under the Plan, unless waived by the Board of
Directors or the Committee, may, at the discretion of the Board of Directors of
the Company and said other corporation, be exchanged for options to purchase
shares of capital stock of another corporation which the Company, 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 the
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.
(c) Any adjustment in the number of shares of Common Stock shall apply
proportionately to only the unexercised portion of the Options granted
hereunder. If fractions of shares of Common Stock would result from any such
adjustment, the adjustment shall be revised to the next higher whole number of
shares of Common Stock.
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9. Further Conditions of Exercise.
(a) Unless the Common Stock issuable upon the exercise of an Option have
been registered with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, prior to the exercise of the Option, an
optionee must represent in writing to the Company that such shares of Common
Stock are being acquired for investment purposes only and not with a view
towards the further resale or distribution thereof, and must supply to the
Company such other documentation as may be required by the Company, unless in
the opinion of counsel to the Company such representation, agreement or
documentation is not necessary to comply with said Act.
(b) The Company shall not be obligated to deliver any shares of Common
Stock until they have been listed on each securities exchange on which the
Common Stock may then be listed or until there has been qualification under or
compliance with such state or federal laws, rules or regulations as the Company
may deem applicable.
(c) The Board of Directors or Committee may make such provisions and take
such steps as it may deem necessary or appropriate for the withholding of any
taxes that the Company 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, including, but not limited to, (i)
the withholding of payment of all or any portion of such Option and/or SAR until
the holder reimburses the Company for the amount the Company is required to
withhold with respect to such taxes, or (ii) the cancelling of any number of
shares of Common Stock issuable upon exercise of such Option and/or SAR in an
amount sufficient to reimburse the Company for the amount it is required to so
withhold, (iii) the selling of any property contingently credited by the Company
for the purpose of exercising such Option, in order to withhold or reimburse the
Company for the amount it is required to so withhold, or (iv) withholding the
amount due from such employee's wages if the employee is employed by the Company
or any subsidiary thereof.
10. Termination, Modification and Amendment.
(a) The Plan (but not Options previously granted under the Plan) shall
terminate ten (10) years from the earliest of the date of its adoption by the
Board of Directors, or the date the Plan is approved by the stockholders of the
Company, or such date of termination, as hereinafter provided, and no Option
shall be granted after termination of the Plan.
(b) The Plan may from time to time be terminated, modified or amended by
the affirmative vote of the holders of a
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majority of the outstanding shares of capital stock of the Company entitled to
vote thereon.
(c) The Board of Directors of the Company may at any time, prior to ten
(10) years from the earlier of the date of the adoption of the Plan by such
Board of Directors or the date the Plan is approved by the shareholders,
terminate the Plan or from time to time make such modifications or amendments of
the Plan as it may deem advisable; provided, however, that the Board of
Directors shall not, without approval by the affirmative vote of the holders of
a majority of the outstanding shares of capital stock of the Company entitled to
vote thereon, increase (except as provided by Paragraph 8) the maximum number of
shares of Common Stock as to which Options or shares may be granted under the
Plan, or materially change the standards of eligibility under the Plan. Any
amendment to the Plan which, in the opinion of counsel to the Company, will be
deemed to result in the adoption of a new Plan, will not be effective until
approved by the affirmative vote of the holders of a majority of the outstanding
shares of capital stock of the Company entitled to vote thereon.
(d) No termination, modification or amendment of the Plan may adversely
affect the rights under any outstanding Option without the consent of the
individual to whom such Option shall have been previously granted.
11. Effective Date of the Plan.
The Plan shall become effective upon adoption by the Board of Directors of
the Company. The Plan shall be subject to approval by the affirmative vote of
the holders of a majority of the outstanding shares of capital stock of the
Company entitled to vote thereon within one year before or after adoption of the
Plan by the Board of Directors.
12. Not a Contract of Employment.
Nothing contained in the Plan or in any option agreement executed pursuant
hereto shall be deemed to confer upon any individual to whom an Option is or may
be granted hereunder any right to remain in the employ of the Company or of a
subsidiary or parent of the Company or in any way limit the right of the
Company, or of any parent or subsidiary thereof, to terminate the employment of
any employee.
13. Other Compensation Plans.
The adoption of the Plan shall not affect any other stock option plan,
incentive plan or any other compensation plan in effect for the Company, nor
shall the Plan preclude the Company from establishing any other form of stock
option plan, incentive plan or any other compensation plan.
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