UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 21, 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 Note
This Amendment No. 1 to the Current Report on Form 8-K/A (Date of Report:
March 31, 2005) is being filed to provide the required pro forma financial
information required under Item 9.01 of Form 8-K. In accordance with the rules
and regulations of the Securities and Exchange Commission, all disclosures
contained in the original Form 8-K, except where amended, are presented in their
entirety in this Amendment No. 1.
Item 1.01. Entry into a Material Definitive Agreement.
On March 21, 2005, we, American Vantage Companies, along with American
Vantage Media Corporation, our wholly-owned subsidiary ("AVMC"), entered into,
and consummated the transactions contemplated by, an Agreement and Plan of
Merger (the "Merger Agreement") with Genius Products, Inc. ("Genius") and Genius
Acquisition Corp., a wholly-owned subsidiary of Genius ("Merger Sub"). A copy of
the Merger Agreement, which is dated as of March 21, 2005, is attached as
exhibit 10.1 to this Current Report on Form 8-K.
The Merger Agreement contemplated our disposition of AVMC to Genius, by
means of the merger (the "Merger") of Merger Sub with and into AVMC. The Merger
became effective immediately upon the filing of articles of merger with the
Nevada Secretary of State. The articles of merger were filed on March 21, 2005.
AVMC is the surviving corporation in the Merger. AVMC operates through a number
of subsidiaries, including Wellspring Media, Inc. ("Wellspring") and American
Vantage/Hypnotic, Inc. ("Hypnotic"). Upon consummation of the Merger, AVMC
became a wholly-owned subsidiary of Genius.
We received a total of 7 million shares of Genius common stock and
warrants to purchase an additional 1.4 million shares of Genius common stock as
the merger consideration. A total of 600,000 shares of Genius common stock
comprising a portion of the merger consideration are being held in escrow,
pursuant to an Escrow Agreement between Genius, City National Bank and us, to
secure our indemnification obligations under the Merger Agreement. An additional
775,000 shares of Genius common stock are being held by Genius, pursuant to an
Assumption of Obligations and Pledge Agreement (Video Catalog) (the "Video
Catalog Assumption Agreement") and an Assignment, Assumption and Pledge
Agreement (the "Hypnotic Assignment and Assumption Agreement"), each between
Genius and us. These pledges of stock were made in order to secure compliance of
our agreements to assume payment obligations relating to (a) approximately $1.05
million of accounts payable incurred in connection with the catalogue operations
of Wellspring, (b) potential severance obligations, of approximately $400,000
under certain AVMC employment agreements, (c) penalties, interest and attorneys'
fees over $10,000 involving a claim by a licensee of Wellspring (but not the
claimed amount of licensed fees owing, which Genius is assuming) and (d) all
judgments, costs and expenses not otherwise covered by insurance relating to a
claim against us and AVMC filed with the U.S. Equal Employment Opportunity
Commission. We will receive the proceeds, if any, from the sales of
approximately $300,000 of inventory relating to the Wellspring catalog business
under the Video Catalog Assumption Agreement. We have been assigned certain
contractual rights, business operations and other assets of Hypnotic under the
Hypnotic Assignment and Assumption Agreement. A copy of the Video Catalog
Assumption Agreement, which is dated as of March 21, 2005, is attached as
exhibit 10.2 to this Current Report on Form 8-K. A copy of the Hypnotic
Assignment and Assumption Agreement, which is dated as of March 21, 2005, is
attached as exhibit 10.3 to this Current Report on Form 8-K.
The Genius warrants received as part of the merger consideration are
exercisable through March 21, 2010, at exercise prices of $2.56 per share with
respect to 700,000 shares of Genius common stock and $2.78 per share with
respect to the remaining 700,000 shares of Genius common stock.
We entered into a Resale and Voting Agreement (the "Resale and Voting
Agreement") with Genius with respect to the shares of Genius common stock and
warrants received as the merger consideration, as well as the Genius common
stock issuable upon exercise of the Genius warrants (collectively, the "Genius
Securities"). We are prohibited to sell, transfer, assign or otherwise dispose
of the Genius Securities except in accordance with the transfer restrictions set
forth in the Resale and Voting Agreement. These transfer restrictions include:
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o sales in open market transactions, including sales pursuant to an
effective registration statement or Rule 144, may only be made (a) at a
price per share that is no less than 85% of the volume weighted-average
closing price per share of Genius common stock during the ten trading days
prior to the date of agreement to make such sale and (b) in such volume
that, when combined with all other sales of the Genius Securities during
the immediately preceding ten trading days, is no more than 15% of the
aggregate volume of trading in Genius common stock on all exchanges during
the ten trading days immediately preceding the date of such sale;
o Private sales to certain qualified institutional buyers may only be made
(a) to those entities listed on a schedule to the Resale and Voting
Agreement, or an amendment to such schedule, at a price per share (or, in
the case of warrants that are sold separately, at a price which when
combined with the warrant exercise price) that is no less than 85% of the
volume weighted-average closing price per share of the Genius common stock
during the ten trading days prior to the date of agreement to make such
sale and (c) in such volume (in the case of warrants, such volume shall
include the shares then issuable upon exercise of the warrants) which,
when combined with all other sales of Genius Securities does not exceed
3,100,000 shares; and
o Private sales to others may only be made (a) at a price per share (or, in
the case of warrants that are sold separately, at a price which when
combined with the warrant exercise price) that is no less than 85% of the
volume weighted-average closing price per share of Genius common stock
during the ten trading days prior to the date of agreement to make such
sale and (b) in such volume (in the case of warrants, such volume shall
include the shares then issuable upon exercise of the warrants) which,
when combined with all other sales of Genius Securities to such purchaser
or the purchaser's affiliates, does not exceed (i) 1 million shares or
(ii) such amount which, combined with all other holdings of Genius common
stock by such purchaser or the purchaser's affiliates, does not exceed
3.0% of the then issued and outstanding shares of Genius common stock.
The Resale and Voting Agreement also obligates us to vote the Genius
common stock we received as the merger consideration in the same proportions
that Genius' other stockholders vote, abstain from voting (including "broker
non-votes") or fail to vote their respective shares of Genius common stock with
respect to any proposal or action submitted to Genius' stockholders for a vote
or consent. We are free to vote our shares of Genius common stock as we may
choose in connection with any (a) tender offer involving Genius common stock,
(b) proposal involving the merger of Genius with any other entity or (c)
proposal in which we have a direct interest in such proposal, whether or not
such tender offer, merger or other proposal has been approved by Genius' board
of directors.
The resale and voting restrictions imposed on each of the Genius
Securities under the Resale and Voting Agreement automatically terminate upon
sale of such Genius Securities in accordance with the transfer restrictions of
the Resale and Voting Agreement. A copy of the Resale and Voting Agreement,
which is dated March 21, 2005, is attached as exhibit 10.4 to this Current
Report on Form 8-K.
We have also been granted certain registration rights with respect to the
Genius common stock and shares issuable upon exercise of the Genius warrants
pursuant to a Registration Rights Agreement (the "Registration Rights
Agreement") between Genius and us. Genius is obligated to register the Genius
common stock and shares issuable upon exercise of the Genius warrants for resale
on a registration statement to be filed within 60 days following the date of the
Merger Agreement. Genius is also required to use its best efforts to cause the
registration statement to become effective within 120 days following the date of
the Merger Agreement (165 days if the SEC chooses to review the registration
statement). The failure to file the registration statement or for the
registration statement to become effective within the required time periods will
result in Genius being obligated to pay liquidated damages. A copy of the
Registration Rights Agreement, which is dated March 21, 2005, is attached as
exhibit 10.5 to this Current Report on Form 8-K.
Following the effectiveness of the Merger, a financing facility of
Wellspring with Atlantic Bank of New York in the outstanding principal amount of
approximately $2.4 million was completely satisfied and, thereupon, terminated.
AVMC, with revenues of approximately $20 million for the 2004 calendar
year, including $13 million derived from the Wellspring film library,
distributes filmed entertainment, consisting of independent and art-related
films, documentaries and holistic living programming, through major home video
retailers, broadcast and cable outlets, specialty theater chains and a direct
mail catalog reaching more than 400,000 consumers. Titles within the division's
Wellspring Film Library include commercial films, musical performances and
wellness programs. Certain of the more than 750 titles within Wellspring's
library have garnered nearly every major award in the media business, including
the Oscar, Grammy, Peabody, Golden Globe and Palm d'Or. Among Wellspring's many
critically acclaimed well-known titles are Tarnation, Red Lights, Breaker
Morant, Breathless, Z, My Dinner with Andre, and the American Masters(R) series.
3
Genius describes itself in its March 22, 2005 press release as a fully
integrated, multi-brand entertainment company that produces and distributes
products, including DVDs and CDs. The March 22, 2005 press release states that
Genius' products are sold in retail outlets nationwide under well-known brands,
including AMC(R), TV Guide(R), IFILM(TM), Sundance Channel Home
Entertainment(TM), Bazooka(R), Jay Jay The Jet Plane(R), National Lampoon(R),
The Twilight Zone(TM), Baby Genius(R), Tonka(R), My Little Pony(R), Curious
George(R) and Paddington Bear(TM). Genius also states that it licenses the Baby
Genius brand to third-party companies for a variety of products, including
books.
Genius states that its business model includes revenues from three major
sources. These sources, and associated revenues during the first nine months of
2004, are described in the Genius Quarterly Report on Form 10-QSB for the
quarter ended September 30, 2004, as amended (the "Genius Form 10-QSB/A") as:
o Sales of its branded proprietary and licensed DVDs and VHS (88.8% of gross
revenues for the first nine months of 2004);
o Sales of its branded proprietary and licensed music audio CDs and
cassettes (6.2% of gross revenues for the first nine months of 2004); and
o Sales of non-branded DVDs and music CDs (5.0% of gross revenues for the
first nine months of 2004).
The chief executive officer of Genius, Trevor Drinkwater, is quoted, in a
February 23, 2005 press release of Genius announcing the then proposed
transaction which was consummated by the Merger, as stating "This transaction is
emblematic of the growth track we are setting for Genius Products and our
intention to leverage our established resources. Over the past year, we have
built an infrastructure to clearly support significantly greater sales volume.
With the high quality of assets being acquired, the cost savings and margin
improvement identified, and the leverage opportunities planned, we believe this
acquisition will return greater value to our stockholders. The AVMC acquisition
will mark a next step in the development of our strategic plan to broaden our
base of proprietary content. Together, Genius Products and AVMC will represent a
critical mass of high quality and diverse content that will allow us to work
closely with retailers in developing customized programs to meet their sales and
demographic objectives. The Wellspring titles, with their independent focus and
international appeal, complement Genius' Branded Distribution Network. We
believe that AVMC's sizeable and valuable library creates significant
opportunities to generate meaningful cash flow as titles are released and
re-released in multiple formats."
In its March 22, 2005 press release, Mr. Drinkwater is quoted as stating
that "We see this acquisition as an important means of leveraging the efficient
infrastructure Genius Products has built over the past year. With a broadened
base of high quality, diverse, proprietary content, we believe Genius Products
is strategically positioned to work even closer with retailers to develop
customized programs that meet their sales, gross margin and targeted demographic
objectives. In turn, this should generate meaningful cash flow and margin for
Genius Products as titles are released and re-released in multiple formats. The
transaction exemplifies the type of strategic acquisitions we plan to pursue in
the future, as we remain fully focused on expanding our portfolio of brands,
library of proprietary content and leveraging our overhead. This acquisition
complements our already strong presence in the independent film world and our
relationship with The Sundance Channel and IFILM. We will look to duplicate this
strategy in other categories to include classic content with TV Guide and AMC;
family content with Bazooka and Baby Genius; and comedies with National
Lampoon."
4
In a March 7, 2005 press release of Genius, Genius announced the
completion of a $10.3 million private placement that closed on March 2, 2005.
According to the March 7, 2005 press release and a Current Report on Form 8-K
(Date of Report: March 2, 2005) filed with the Securities and Exchange
Commission on March 9, 2005, Genius issued 6,518,987 shares of Genius common
stock and five-year warrants to purchase an additional 1,303,797 shares of
Genius common stock, half at an exercise price of $2.56 per share and half at an
exercise price of $2.78 per share.
The March 7, 2005 press release and March 2, 2005 Form 8-K of Genius also:
o Identifies investors in the private placement were funds managed by JLF
Asset Management, LLC of Del Mar, California, Bonanza Capital Ltd. of
Dallas, Texas, and Gruber & McBaine Capital Management of San Francisco,
California;
o Notes that Genius is obligated to register the Genius common stock issued
in the private placement for resale on a registration statement to be
filed within 60 days after the closing of the private placement and that
Genius will use its best efforts to cause the registration statement to
become effective within 120 days of the date of the Securities Purchase
Agreement (165 days if the SEC chooses to review the registration
statement), with the failure to file a registration statement or for the
registration statement to become effective within the required timeframes
will result in the payment of liquidated damages to the private
placement's investors.
Item 2.01. Completion of Acquisition or Disposition of Assets.
We have reported under Item 1.01 of this Current Report on Form 8-K that
we disposed of our AVMC subsidiary and AVMC's Wellspring and Hypnotic
subsidiaries pursuant to the Merger. The disclosures contained in the first
eight paragraphs of Item 1.01of this Form 8-K sets forth the date of completion
of the disposition, a brief description of the assets that were disposed and the
nature and amount of the merger consideration. We incorporate by reference in
this Item 2.01 the disclosures and other information set forth in such eight
paragraphs of Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
We have guaranteed the obligations arising under certain secured
negotiable promissory notes and a secured non-negotiable promissory note of AVMC
in the aggregate principal amount of $3,273,600 pursuant to a Guaranty, dated
March 18, 2005, with the holders of such promissory notes. The noteholders are
Al Cattabiani, Lee Miller, Clara Spalter Miller and Carl Seldin Koerner. The
noteholders received their promissory notes in connection with AVMC's
acquisition of Wellspring on February 3, 2005. The promissory notes bear
interest at 7% per annum, payable quarterly, and mature on February 3, 2006. The
promissory notes were guaranteed by Wellspring at the time of their issuance and
are secured by all of the assets of Wellspring and a pledge by AVMC of
Wellspring's capital stock owned by AVMC. The Wellspring guaranty and AVMC
pledge remain in effect. A copy of the Guaranty is attached as exhibit 10.6 to
this Current Report on Form 8-K. Copies of the AVMC promissory notes, Wellspring
guaranty, Wellspring security agreement and AVMC stock pledge agreement were
made exhibits 10.2 through 10.9 to our Current Report on Form 8-K (Date of
Report: February 3, 2004), filed with the SEC on February 18, 2004.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Stephen K. Bannon, the vice-chairman of our board of directors and the
president and chief executive officer of AVMC, resigned as a director,
vice-chairman of our board of directors and all other offices with our company,
effective immediately preceding the effectiveness of the Merger.
5
Item 9.01. Financial Statements and Exhibits.
(a) Pro forma financial information.
The following pro forma financial information is presented in this Current
Report on Form 8-K/A:
o Introductory Comment
o Unaudited Pro Forma Condensed Combined Statement of Operations for the
Year Ended December 31, 2004
o Notes to Unaudited Pro Forma Condensed Combined Statement of Operations
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AMERICAN VANTAGE COMPANIES
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
INTRODUCTORY COMMENT
The following unaudited pro forma condensed combined statements of
operations have been prepared to give effect to the disposition of AVMC on March
21, 2005, as if this disposition occurred on January 1, 2004, in the unaudited
pro forma condensed combined statement of operations for December 31, 2004. The
unaudited pro forma condensed combined statement of operations for the three
months ended March 31, 2005 is not presented as all amounts pertaining to AVMC's
operations were reported in discontinued operations, which are not presented on
a pro forma basis.
The unaudited pro forma condensed combined financial statements should be
read in conjunction with the Company's Annual Report on Form 10-KSB for the year
ended December 31, 2004, Current Report on Form 8-K (Date of Report: March 21,
2005) and the Quarterly Report on Form 10-QSB for the three months ended March
31, 2005.
The pro forma adjustments do not reflect any future operating efficiencies
and cost savings that may be achieved with respect to the combined entity.
Unaudited pro forma condensed combined financial information is presented for
information purposes only and is not necessarily indicative of the results that
actually would have been realized had the disposition been completed on the date
indicated or which may be expected to occur in the future.
7
American Vantage Companies
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2004
Historical Pro Forma
------------ ------------------------------------------
American
Vantage Cos.
December 31, Note
2004 Adjustments Ref. Combined
------------ ------------ ------------ ------------
Revenues, net 17,766,000 (17,127,000) (a) 639,000
Cost of services 11,143,000 (10,894,000) (a) 249,000
------------ ------------
Gross profit 6,623,000 390,000
Selling, general and administrative expenses 14,608,000 (10,697,000) (a) 3,911,000
Non-operating (expense) income, net (107,000) 423,000 (a) 316,000
Gain on sale of land 3,423,000 3,423,000
------------ ------------
Loss (income) from continuing operations before income
tax benefit (provision) (4,669,000) 218,000
Income tax benefit (provision) 2,006,000 (1,912,000) (b) (94,000)
Equity in income of unsolidated investees, net 624,000 624,000
------------ ------------
(Loss) income from continuing operations $ (2,039,000) $ 748,000
============ ============
Net loss (income) per share -- basic and diluted:
Continuing operations $ (0.35) $ 0.13
============ ============
Weighted average number of common shares
and common share equivalents 5,755,000 5,755,000
============ ============
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American Vantage Companies
Notes To Unaudited Pro Forma Condensed Combined Statements of Operations
Consideration received from the March 21, 2005 sale of AVMC to Genius
included 7,000,000 shares of Genius common stock and five-year warrants to
purchase an additional 1,400,000 shares of Genius common stock, half at an
exercise price of $2.56 per share and half at an exercise price of $2.78 per
share. A total of 5,625,000 shares of Genius common stock are currently
available for placement by the Company. At March 21, 2005, the fair market value
of the total consideration was $17,570,000. The Company recognized a pre-tax
gain of $6,218,000 from the sale of AVMC.
In accordance with SFAS No. 115 "Accounting for Certain Investments in
Debt and Equity Securities," the Company classifies the Genius common stock as
"available-for-sale." As such, unrealized holding gains and losses are excluded
from earnings and reported in other comprehensive loss, net of taxes. As of
March 31, 2005, the fair value of the Genius stock was $13,300,000, with an
unrealized holding loss of $1,566,000, net of tax of $884,000.
In accordance with SFAS No. 133 "Accounting for Derivative Instruments and
Hedging Activities", the fair value of the warrants is recorded as $1,449,000 on
the Company's March 31, 2005 condensed consolidated balance sheet. Gains or
losses resulting from fluctuations in the fair value are recognized in
non-operating (expense) income in the Company's condensed consolidated statement
of operations. For the three months ended March 31, 2005, the Company recognized
a loss of $371,000 for the change in the fair value of the warrants at March 31,
2005.
The following pro forma adjustments have been incorporated in the
unaudited pro forma condensed combined statements of operations:
(a) To eliminate the AVMC and Filmed Entertainment segment operating
results for the twelve months ended December 31, 2004.
(b) To reflect the effect of the change in tax provision based on the
historical effective tax rate of 43% for the twelve months ended
December 31, 2004.
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The Post-Disposition of AVMC Operations and Assets of the Company
AVMC constituted the vast majority of the operating assets of the Company
for the year ended December 31, 2004 and period ended March 21, 2005. The
Company disposed of AVMC to Genius effective March 21, 2005. In connection with
such disposition, Genius transferred certain assets, operations, and liabilities
held by Hypnotic and certain liabilities of Wellspring back to the Company.
The assets of the Company following the disposition of AVMC primarily
consist of the following:
o 7,000,000 shares of GNPI stock, of which 5,625,000 are available for
placement by the Company;
o The assets and operations of the Film and TV Production division retained
by the Company in connection with the disposition of AVMC, which assets
generated approximately $638,000 of revenues during the year ended
December 31, 2004. The Company continues to operate the Film and TV
Production division;
o Cash and cash equivalents;
o A 49% membership interest in the Restaurant Investee that operates the
Border Grill, which generated approximately $558,000 of equity income for
the Company and cash distributions of $1,055,000 during the year ended
December 31, 2004;
o The Company's ownership of YaYa which holds a 10% interest in Games Media,
LLC, a joint venture that promotes video gaming touring festivals, which
generated nominal revenues during the year ended December 31, 2004;
o A claim against the Table Mountain Tribe; and
o Various other assets, including prepaid expenses, furniture and fixtures,
and a deferred income tax benefit.
The liabilities of the Company following the disposition of AVMC primarily
consist of the following:
o Contingent liabilities of Hypnotic under its employment agreement with two
individuals;
o Liabilities relating to accounts payable of Wellspring assumed by the
Company in connection with the disposition of AVMC totaling approximately
$1,080,000 (which may be offset by the sale of Wellspring inventory valued
at $328,000);
o A contingent liability relating to the Company's guaranty of certain
promissory notes of AVMC in the aggregate principal amount of $3,274,000;
o Contingent liabilities relating to the Company's leased premises formerly
utilized by AVMC;
o Any tax liability resulting from the placement of the GNPI common stock
and warrants that the Company acquired in connection with the disposition
of AVMC; and
o Various other liabilities for operating expenses, including office leases,
and direct costs associated with the disposition of AVMC and any placement
of the GNPI stock.
The listing of the Company's assets and liabilities following the disposition of
AVMC set forth above is merely a summary of such assets and liabilities.
The Company anticipates that the Film and TV Production division assets it
retained following the AVMC disposition will derive operating revenues from a
number of sources, including:
o Creating and developing content, primarily for television, which will then
be marketed to television networks;
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o The television network hit "The O.C." was created by Hypnotic and Warner
Bros. for the Fox network and currently is generating monthly production
fees for Hypnotic (Genius is only entitled to the "back-end" fee
associated with the revenues generated if and when the series is
syndicated);
o The ability to create television commercials for clients;
o Creating video content, including producing a Yoga exercise video for
distribution to retail outlets;
o An overhead arrangement with Sony Pictures which allows Sony to have first
refusal on all Hypnotic-created TV content; and
o Association with two employees who have many years of experience in the
television and film industries; one was a senior executive with NBC (David
Bartis) and the other is a notable film director, with film credits
including "The Bourne Identity" and the soon-to-be released film "Mr. and
Mrs. Smith," starring Brad Pitt and Angelina Jolie (Douglas Liman).
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Listed below are all exhibits to this Current Report on Form 8-K/A.
Exhibit
Number Description
- ------ -----------
10.1 Agreement and Plan of Merger, dated as of March 21, 2005, among Genius
Products, Inc., Genius Acquisition Corp., American Vantage Companies
and American Vantage Media Corporation (minus exhibits and
schedules).*
10.2 Assumption of Obligations and Pledge Agreement (Video Catalog), dated
March 21, 2005, between American Vantage Companies and Genius
Products, Inc. *
10.3 Assignment, Assumption and Pledge Agreement, dated March 21, 2005,
between American Vantage Companies and Genius Products, Inc. *
10.4 Resale and Voting Agreement, dated March 21, 2005, between American
Vantage Companies and Genius Products, Inc. *
10.5 Registration Rights Agreement, dated March 21, 2005, between American
Vantage Companies and Genius Products, Inc. *
10.6 Guaranty, dated March 18, 2005, among American Vantage Companies, Al
Cattabiani, Lee Miller, Clara Spalter Miller and Carl Seldin Koerner.
*
- -----------------
* Previously filed
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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: June 6, 2005
American Vantage Companies
By: /s/ Ronald J. Tassinari
-------------------------
Ronald J. Tassinari
President and Chief Executive Officer
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