American Vantage Companies Announces Settlement of Complaint Filed by Genius Products, Inc.
Effective February 29, 2008, the Company and Genius have agreed to a settlement of the Complaint and mutual releases primarily on the following terms:
* Of the 600,000 shares of Genius common stock currently held in escrow, 450,000 shares will be unconditionally released to AVCS and 150,000 will be released to Genius.
* Genius will hold AVCS harmless from all future claims that may arise from certain liabilities or obligations incurred by the media assets sold to Genius on March 21, 2005. AVCS also agreed to hold Genius harmless from future claims that may arise from two employment contracts that were executed by the Company's former subsidiary, American Vantage/Hypnotic, Inc. American Vantage/Hypnotic, Inc. has been a non-operating entity since late-2006.
* Genius will release to the Company 75,000 shares of Genius common stock that has been held as collateral against the two American Vantage/Hypnotic, Inc. employment contracts.
* A portion of the consideration received from the sale of the media assets to Genius included 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. These warrants are currently held by the Company. The settlement terms provide for Genius to extend the expiration date of the remaining 250,000 $2.56 warrants and 700,000 $2.78 warrants to September 2, 2012.
* The Company agreed to lower the monthly sublease rental payment of the New York office currently occupied by Genius to no more than $12,000 per month. The Company's obligation on the lease is approximately $18,000 per month. The New York office lease expires during June 2008.
See Company web site at www.americanvantage.com.
Certain statements in this press release are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements may be identified by words such as "anticipates," "believes," "can," "continue," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "should," or "will" or the negative of these terms or other comparable terminology. Such statements and all phases of American Vantage Companies' operations are subject to known and unknown risks, uncertainties and other factors, including overall economic conditions and other factors and uncertainties as are identified in American Vantage Companies' Form 10-KSB for the year ended December 31, 2005 as well as the company's filings under the Investment Company Act of 1940. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. American Vantage Companies' actual results, levels of activity, performance or achievements may be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. The Company undertakes no obligation to update the forward-looking statements in this press release.
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|Date:||Mar 10, 2008|
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