UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 19, 2005
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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
We, American Vantage Companies, received a letter from the Listing
Qualifications Department of The Nasdaq Stock Market, dated April 19, 2005,
notifying us that our securities will be delisted from The Nasdaq Stock Market
at the opening of business on April 28, 2005 unless we requested a hearing in
accordance with Nasdaq's Marketplace Rules. The stated reason for the delisting
was our failure to file our Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2004 in accordance with Nasdaq's Marketplace Rule
4310(c)(14).
We have taken the necessary steps to appeal Nasdaq's determination to delist our
securities from The Nasdaq Stock Market by requesting a hearing before a Nasdaq
Listing Qualifications Panel and tendering the appropriate fee. We are working
diligently to complete and file our December 31, 2004 Annual Report on Form
10-KSB and anticipate filing the Form 10-KSB on or before May 4, 2005.
We had previously received a letter, also from the Listing Qualifications
Department of The Nasdaq Stock Market, dated April 12, 2005, that had advised us
of Nasdaq's concern that we lacked a sustainable on-going business in view of
our recently consummated disposition of our American Vantage Media Corporation
subsidiary, as disclosed in our Current Report on Form 8-K (Date of Report:
March 21, 2005), filed with the Securities and Exchange Commission on March 25,
2005. The April 12th letter noted that we may be deemed by Nasdaq to be a
"public shell," which raised potential public interest concerns for Nasdaq and
made it necessary for Nasdaq to review our eligibility for continued listing on
The Nasdaq Stock Market under Nasdaq's Marketplace Rules 4300 and 4330(a)(3).
The April 12th letter then requested that we provide Nasdaq with our specific
plan for future operations and compliance with all of Nasdaq's continued listing
requirements in accordance with Nasdaq's Marketplace Rule 4330(c).
Nasdaq's April 19th letter noted that, if we were to appeal the delisting
determination, the potential public interests concerns of Nasdaq as set forth in
the April 12th letter should be addressed by us at the hearing before a Nasdaq
Listing Qualifications Panel of our delisting appeal. Accordingly, we intend to
address why we should not be deemed a public shell at the delisting appeal
hearing.
Our common stock will continue to be listed on The Nasdaq SmallCap Market, under
the trading symbol "AVCSE," pending the determination of the Nasdaq Listing
Qualifications Panel hearing our delisting appeal. There can be no assurance
given that the Nasdaq Listing Qualifications Panel will grant our request for
continued listing of our common stock on The Nasdaq SmallCap Market.
We have disseminated a press release, dated April 25, 2005, noting the receipt
of the April 12th and April 19th letters from the Listing Qualifications
Department of The Nasdaq Stock Market. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
Listed below are all exhibits to this Current Report on Form 8-K.
Exhibit
Number Description
------ -----------
99.1 Press Release of American Vantage Companies, dated
April 25, 2005.
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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.
Dated: April 25, 2005
American Vantage Companies
By: /s/ Ronald J. Tassinari
-------------------------------------
Ronald J. Tassinari
President and Chief Executive Officer
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American Vantage Companies
Form 8-K (Date of Report: April 19, 2005)
Exhibit Index
Exhibit
Number Description
------ -----------
99.1 Press Release of American Vantage Companies, dated April 25, 2005
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