UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Amendment No. 2
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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Explanatory Notes
Terminology
Throughout this Amendment No. 2 to Current Report on Form 8-K/A, the terms the
"we," "us," "our" and "our company" refers to American Vantage Companies and,
unless the context indicates otherwise, its wholly-owned subsidiaries on a
consolidated basis.
Amendment of Original Form 8-K, Filed April 25, 2005
This Amendment No. 2 to our Current Report on Form 8-K (Date of Report: April
19, 2005), filed with the Securities and Exchange Commission on April 25, 2005
(the "original Form 8-K"), is intended to update and supplement the disclosures
contained in the original Form 8-K and Amendment No. 1 to the original Form 8-K,
filed with the SEC on May 23, 2005 ("Amendment No. 1"), and should be read in
conjunction with the original Form 8-K and Amendment No. 1.
Forward-Looking Statements
Statements contained in this Amendment No. 2 to the original Form 8-K include
"forward-looking statements" within the meaning of such term in Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Forward-looking statements involve known and unknown risks, uncertainties
and other factors which could cause actual financial or operating results,
performances or achievements expressed or implied by such forward-looking
statements not to occur or be realized. Such forward-looking statements
generally are based on our best estimates of future results, performances or
achievements, predicated upon current conditions and the most recent results of
the companies involved and their respective industries. Forward-looking
statements may be identified by the use of forward-looking terminology such as
"may," "will," "could," "should," "project," "expect," "believe," "estimate,"
"anticipate," "intend," "continue," "potential," "opportunity" or similar terms,
variations of those terms or the negative of those terms or other variations of
those terms or comparable words or expressions.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Item 3.01 to the original Form 8-K is hereby amended by the addition of the
following disclosures:
We have received a letter from the Listing Qualifications Department of The
Nasdaq Stock Market, dated May 24, 2005, that informed us that the Nasdaq staff
has advised the department of the delinquency in filing our Quarterly Report
on Form 10-QSB for the quarter ended March 31, 2005. The letter noted that the
Nasdaq Listing Qualifications Panel that we appeared before on Thursday, May 19,
2005 is considering the filing delinquency with respect to our March 31, 2005
Form 10-QSB in rendering its determination regarding the continued listing of
our common stock on The Nasdaq SmallCap Market. Although not delinquent as of
the date of the hearing, we voluntarily advised the panel that we anticipated
not filing our March 31, 2005 Form 10-QSB by its required extended filing date
of May 23, 2005.
At the hearing, we addressed the issue of public interest concerns raised by the
Nasdaq staff under Nasdaq Marketplace Rules 4300 and 4330(a)(3) based on the
staff's determination that we are a "public shell" due to the staff's belief
that we lack a sustainable, on-going business. We addressed these matters at the
hearing, noting such matters as our continuing operational activities in the
entertainment industry, a profitable 49% interest in the Border Grill Restaurant
located in Las Vegas, Nevada, our strategic growth strategy and the status of
various acquisition and other projects. In addition to addressing the public
interest concerns issue, after advising the panel that our March 31, 2005 Form
10-QSB would not be filed until on or about June 4, 2005, we requested that the
panel grant us a waiver of Nasdaq Marketplace Rule 4310(c)(14) with respect to
the then anticipated delinquency in filing our March 31, 2005 Form 10-QSB.
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The hearing was originally scheduled to address the 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 filed the 2004 Form 10-KSB on May
10, 2005. By letter, dated May 16, 2005, Nasdaq notified us that, although the
Form 10-KSB had been filed, the public interest concerns issue would be
considered at the hearing.
As we had noted in the original Form 8-K and Amendment No. 1, we had received a
letter from Nasdaq, dated April 12, 2005, that advised us of Nasdaq's public
interest concerns 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 SEC on March
25, 2005. Nasdaq's April 12th letter noted that the disposition had made it
necessary for Nasdaq to review our eligibility for continued listing on The
Nasdaq Stock Market. 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). A further letter from Nasdaq, dated April 25, 2005, notified us that we
were to address why we believed we should not be deemed a public shell at the
May 19th hearing.
We are awaiting the panel's determination of the matters brought before the
hearing. An adverse determination by the panel could result in the delisting of
our common stock on The Nasdaq SmallCap Market. Although we believe that we are
not a "public shell" and that the consummation of any of the transactions
contemplated by our strategic growth strategy should result in our continuing to
operate a sustainable, on-going business, as well as our belief that the panel
will waive the delinquency in the filing of our March 31, 2005 Form 10-QSB,
there can be no assurances given that: (a) the panel will grant our request for
continued listing of our common stock on The Nasdaq SmallCap Market, (b) our
efforts to employ strategic growth strategy will result in the acquisition of
entities or businesses on terms as favorable as anticipated, (c) any acquisition
will result in growth in operating income or profits to us or (d) we will file
our March 31, 2005 Form 10-QSB on or before June 4, 2005.
We have disseminated a press release, dated May 27, 2005, noting the issues
addressed at the hearing before the Nasdaq Listings Qualification Panel and the
receipt of the May 24, 2005 letter from Nasdaq. A copy of the press release is
furnished as Exhibit 99.3 to this Amendment No. 2 to the original Form 8-K.
Item 9.01. Financial Statements and Exhibits.
Listed below are all exhibits to this Amendment No. 2 to our Current Report on
Form 8-K/A.
Exhibit
Number Description
99.3 Press Release of American Vantage Companies, dated May 27, 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: May 27, 2005
American Vantage Companies
By: /s/ Ronald J. Tassinari
-------------------------------------
Ronald J. Tassinari
President and Chief Executive Officer
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American Vantage Companies
Amendment No. 2 to Form 8-K/A (Date of Report: April 19, 2005)
Exhibit Index
Exhibit
Number Description
99.3 Press Release of American Vantage Companies, dated May 27, 2005.
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