UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 3, 2004
American Vantage Companies
(Exact name of registrant as specified in its charter)
Nevada 0-10061 04-2709807
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4735 South Durango Drive, Suite 105, Las Vegas, Nevada 89147
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 227-9800
Not Applicable
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On February 3, 2004, American Vantage Media Corporation, a Nevada
corporation ("AV Media"), a wholly-owned subsidiary of American Vantage
Companies ("Registrant"), acquired all of the capital stock of Wellspring Media,
Inc. ("Wellspring") pursuant to a Stock Purchase Agreement, dated as of February
3, 2004, by and among AV Media, Wellspring and Al Cattabiani, Carl Seldin
Koerner, Clara Spalter Miller and Lee Miller, the holders of all outstanding
shares of Wellspring capital stock. The aggregate purchase price for the shares
of Wellspring capital stock was $8,000,000, of which $4,000,000 was paid in cash
and $4,000,000 will be paid pursuant to AV Media's secured negotiable notes and
a secured non-negotiable note. The notes bear interest at 7% per annum, payable
quarterly, and mature on February 3, 2006. The notes are guaranteed by
Wellspring and are secured by a junior lien on all of the assets of Wellspring
and a pledge of Wellspring's capital stock by AV Media. The liens are
subordinate to the rights of Atlantic Bank of New York, Wellspring's principal
lender. The source of the funds used in the acquisition was the Registrant's
cash reserves.
Wellspring is a leading distributor of world cinema and wellness
programming, with a film library consisting of more than 1,000 titles. The
Registrant intends to continue to operate Wellspring as an indirect wholly-owned
subsidiary.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
In accordance with Item 7(a)(4) of Form 8-K, the Registrant will file the
financial statements of the business acquired as required by Item 7(a)(1) within
sixty days after February 18, 2004, the due date for filing this Report.
(b) Pro forma financial information.
In accordance with Item 7(b)(2) of Form 8-K, the Registrant will file the
pro forma financial information required by Item 7(b)(1) within sixty days after
February 18, 2004.
(c) Exhibits.
Exhibit
Number Description
10.1 Stock Purchase Agreement, dated as of February 3, 2004, by and among
Al Cattabiani, Carl Seldin Koerner, Clara Spalter Miller and Lee
Miller, Wellspring Media, Inc. and American Vantage Media
Corporation.
10.2 Secured Negotiable Note, dated February 3, 2004, in the principal
amount of $1,076,704 issued to Al Cattabiani.
10.3 Secured Negotiable Note, dated February 3, 2004, in the principal
amount of $65,472 issued to Carl Seldin Koerner.
10.4 Secured Negotiable Note, dated February 3, 2004, in the principal
amount of $965,712 issued to Clara Spalter Miller.
10.5 Secured Negotiable Note, dated February 3, 2004, in the principal
amount of $965,712 issued to Lee Miller.
10.6 Secured Non-Negotiable Note, dated February 3, 2004, in the
principal amount of $200,000 issued to Al Cattabiani.
10.7 Guaranty, dated February 3, 2004, by Wellspring Media, Inc.
10.8 Security Agreement, dated February 3, 2004, by Wellspring Media,
Inc. in favor of Lee Miller as security agent.
10.9 Stock Pledge Agreement, dated February 3, 2004, from American
Vantage Media Corporation to Lee Miller as pledge agent.
99.1 American Vantage Companies Press Release, issued February 4, 2004.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN VANTAGE COMPANIES
(Registrant)
Date: February 18, 2004 By: /s/ Anna Morrison
-------------------------------------
Anna Morrison
Chief Accounting Officer
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