SCHEDULE 14A INFORMATIONProxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant xþ
Filed by a Party other than the Registranto
Check the appropriate box:
| o | | |
oPreliminary Proxy Statement |
| o | | oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
xþ | | Definitive Proxy Statement |
| o | | Definitive Additional Materials |
| o | | Soliciting Material under Rule 14a-12Pursuant to 240.14a-12 |
EUROPA CRUISES
DIAMONDHEAD CASINO CORPORATION
(Name of Registrant as Specified
In Itsin Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| þ | |
x | No fee required. |
| o |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.0-11 |
| (1) |
(1) | Title of each class of securities to which transaction applies: |
|
| | | |
| | | | |
|
| (2) | | Aggregate number of securities to which transaction applies: |
|
| | | |
| | | | |
|
| (3) | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
|
| | | |
| | | | |
|
| (4) | | Proposed maximum aggregate value of transaction: |
| o | | Fee paid previously with preliminary materials. |
| |
| o | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) |
(1) | Amount Previously Paid: |
|
| | | |
| | | | |
|
| (2) | | Form, Schedule or Registration Statement No.:No: |
|
| | | |
| | | |
|
| (3) | | Filing Party: |
|
| | | |
| | | |
|
| (4) | | Date Filed: |
|
| | | |
| | | |
TABLE OF CONTENTS
EUROPA CRUISESDIAMONDHEAD CASINO CORPORATION150-153rd Avenue1301 Seminole Boulevard, Suite
202142Madeira Beach,Largo, Florida
3370833770
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 4, 2002OCTOBER 1, 2007 TO THE STOCKHOLDERS OF
EUROPA CRUISESDIAMONDHEAD CASINO CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of
stockholdersStockholders (the “Meeting”) of
Europa CruisesDiamondhead Casino Corporation, a Delaware Corporation (the “Company”), will be held on Monday,
November 4, 2002,October 1, 2007, at the Hilton Hotel, 1767 King Street, Alexandria, Virginia 22314, at 11:00 a.m., local time, for the following purposes:
| (1) | | To elect six Directors to hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. |
| |
| (2) | | To ratify a Boardthe appointment of Director’s resolution to amendFriedman LLP as the Articles of Incorporation to change the name of the Company to“Diamondhead Casino Corporation.”Company’s independent registered public accounting firm. |
| |
| (3) | | To transact such other business as may properly come before the Meeting and any adjournmentsadjournment or postponements thereof. |
The Board of Directors has fixed the close of business on
September 12, 2002August 15, 2007 as the Record Date for the determination of stockholders entitled to notice of and to vote at the
Annual Meeting or any adjournments
or postponements thereof.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE YOUR PROXY AND MAIL IT IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE MEETING, YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON. The annual report to stockholders of Europa CruisesDiamondhead Casino Corporation for the year ended December 31, 20012006 is enclosed. A complete list of stockholders entitled to vote at the Meeting shall be open to the examination of any stockholder, for any purpose germane to the Meeting, during ordinary business hours at least ten days prior to the Meeting at the principal place of business of the corporation at 150- 153rd Avenue,1301 Seminole Boulevard, Suite 202, Madeira Beach,142, Largo, Florida 33708.33770. The list shall also be produced and kept at the time and place of the Meeting during the whole time thereof and may be inspected by any stockholder who is present.
| | | |
| | | By Order of the Board of Directors
|
| | Deborah A. Vitale, Chairman of the Board,
|
| August 17, 2007 | | President, Chief Executive Officer, and Treasurer |
September 26, 2002
1
EUROPA CRUISES CORPORATION
DIAMONDHEAD CASINO CORPORATION
This Proxy Statement is furnished
in connection with the solicitation of proxies on behalf
of the Board of Directors
(the “Board”) of
Europa CruisesDiamondhead Casino Corporation (the “Company”), a Delaware corporation, to be voted at the Annual Meeting of Stockholders to be held on Monday,
November 4, 2002,October 1, 2007, at the Hilton Hotel, 1767 King Street, Alexandria, Virginia 22314 at 11:00 a.m.
, local time, and at any adjournments or postponements thereof.
All expenses incurred in connection with this solicitation of proxies will be borne by the Company.
SolicitationSolicitations may be undertaken by mail, telephone, electronic means and personal contact by directors, officers, and employees of the Company without additional compensation. The Company will reimburse brokers, fiduciaries and custodians for reasonable costs incurred in forwarding proxy materials to beneficial owners of Common Stock held in their names.
Stockholders executing proxies may revoke them at any time prior to exercise by written notice to the Secretary of the Company, by subsequently executing another proxy, or by attending the Meeting and voting in person. With respect to the election of Directors to hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified, stockholders may vote in favor of all nominees or withhold their
votesvote as to
any or all nominees. With respect to any other proposal to be voted upon, stockholders may vote in favor of the proposal, may vote against the proposal, or may abstain from voting. Stockholders should specify their choices on the enclosed form of proxy. A proxy when executed and not revoked will be voted and, if it contains any specifications, it will be voted in accordance therewith. If no choice is specified, stock covered by the proxy will be voted for the election to the Board of Directors of each of the nominees of the Board; for the proposal to ratify
a Board resolution to amend the
Articlesappointment of
Incorporation to changeFriedman LLP as the
name of the Company to “Diamondhead Casino Corporation;”Company’s independent registered public accounting firm; and, in the discretion of the proxy holder, upon such other matters as may properly come before the Meeting
orand any adjournments or postponements thereof.
This Proxy Statement, the accompanying proxy, and the Company’s Annual Report to stockholders for the year ended December 31,
20012006 (the “Annual Report”), were first sent or given to stockholders on or about
September 26, 2002.August 17, 2007.COPIES OF THE ANNUAL REPORT ON FORM 10-KSB, NOT INCLUDING EXHIBITS, WILL BE FURNISHED WITHOUT CHARGE TO ANY STOCKHOLDER UPON WRITTEN REQUEST TO THE COMPANY AT ITS EXECUTIVE OFFICES: EUROPA CRUISESOFFICE: DIAMONDHEAD CASINO CORPORATION, ATTENTION: INVESTOR RELATIONS, 150-153RD AVENUE,1301 SEMINOLE BOULEVARD, SUITE 202, MADEIRA BEACH,142, LARGO, FLORIDA 33708.33770. EXHIBITS TO THE ANNUAL REPORT ON FORM 10-KSB MAY BE FURNISHED TO STOCKHOLDERS2
UPON THE PAYMENT OF AN AMOUNT EQUAL TO THE REASONABLE EXPENSES INCURRED IN FURNISHING SUCH EXHIBITS.EHIBITS.
A complete list of stockholders entitled to vote at the Meeting shall be open to the examination of any stockholder, for any purpose germane to the Meeting, during ordinary business hours, at least ten days prior to the Meeting at the principal place of business of the corporation at 150-153rd Avenue,1301 Seminole Boulevard, Suite 202, Madeira Beach,142, Largo, Florida 33708.33770. The list shall also be produced and kept at the time and place of the Meeting during the whole time thereof and may be inspected by any stockholder who is present.
1
BENEFICIAL OWNERSHIP
At the close of business on
September 12, 2002,August 15, 2007, the Record Date for determining the stockholders entitled to vote at the Annual Meeting, there were issued and outstanding and entitled to vote a total of
32,645,84036,412,746 shares of the Company’s
Common Stock,common stock, par value $.001 per share (the “Common Stock”), 926,000 shares of the
Company’s Seriescompany’s series “S”
Preferred Stockpreferred stock (the “S Preferred Stock”) and 900,000 shares of the Company’s
Seriesseries “S-NR”
Preferred Stockpreferred stock (the “S-NR Preferred Stock”). The S Preferred Stock and the S-NR Preferred Stock are collectively referred to as the “Preferred Stock”. The Common Stock and Preferred Stock (collectively referred to as the “Voting Stock”) vote as a single class, and each share of
Votingvoting Stock is entitled to one vote per share.
According to the Company’s Bylaws, aA majority of the shares of Voting Stock represented at the Meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a quorum for purposes of the Meeting.
According to the Company’s Bylaws, the vote of the holders of a majority of shares entitled to vote and represented in person or by proxy at a Meeting at which a quorum is present shall be the act of the stockholders. Votes cast by proxy or in person at the Meeting will be tabulated by the judge of elections appointed for the Meeting.
The following table sets forth, to the Company’s knowledge, as of September 12, 2002, the Record Date, based on filings with the Securities and Exchange Commission, the beneficial ownership of the outstanding Voting Stock held by (i) each person or entity beneficially owning more that 5% of the shares of Voting Stock, (ii) each director, nominee, and certain executive officers, individually, and (iii) all directors and executive officers as a group.
| | | | | | | | | | | | | | | | | |
| | | Number of Shares | | | | | | | | | | | | |
| | | Of Voting Stock | | Title of | | Percent | | Percent |
| Name and Address | | Owned | | Class | | Of Class | | Voting(1) |
| |
| |
| |
| |
|
Holders of Five Percent or More Voting Stock: | | | | | | | | | | | | | | | | |
| |
| Europa Cruises Corporation | | | 3,420,455 | | | Common | | | 9.26 | % | | | 8.82 | % |
Employee Stock Ownership Plan Trust Agreement (2)
150-153rd Avenue Suite 202
Madeira Beach, Florida 33708 | | | | | | | | | | | | | | | | |
3
| | | | | | | | | | | | | | | | | |
| Serco International Limited (3) | | | 924,334 | | | Common | | | 2.50 | % | | | 7.09 | % |
| P.O. Box 15, A-9010 | | | 900,000 | | | S-NR Preferred | | | 100.00 | % | | | | |
| Klagenfurt, Austria | | | 926,000 | | | S Preferred | | | 100.00 | % | | | | |
| |
| Austroinvest International Limited (3) | | | 924,334 | | | Common | | | 2.50 | % | | | 7.09 | % |
| P.O. Box 15, A-9010 | | | 900,000 | | | S-NR Preferred | | | 100.00 | % | | | | |
| Klagenfurt, Austria | | | 926,000 | | | S Preferred | | | 100.00 | % | | | | |
| |
| Ernst G. Walter (3) | | | 924,334 | | | Common | | | 2.50 | % | | | 7.09 | % |
| 14700 Gulf Blvd., Apt.401 | | | 900,000 | | | S-NR Preferred | | | 100.00 | % | | | | |
| Madeira Beach, Florida 33708 | | | 926,000 | | | S Preferred | | | 100.00 | % | | | | |
| |
| James Illius (4) | | | 2,942,551 | | | Common | | | 7.96 | % | | | 7.59 | % |
791 Francis Drive
Rocky River, Ohio 44116 | | | | | | | | | | | | | | | | |
| |
Directors and Named Executive Officers: | | | | | | | | | | | | | | | | |
| |
| Deborah A. Vitale (2)(5)(9) | | | 5,696,075 | | | Common | | | 15.42 | % | | | 14.69 | % |
Chairman, President, CEO,
and Treasurer
Chairman, President
Secretary and Treasurer of
Casino World, Inc. and
Mississippi Gaming Corp.
1013 Princess Street
Alexandria, Virginia 22314 | | | | | | | | | | | | | | | | |
| |
| Gregory Harrison (6) | | | 1,133,000 | | | Common | | | 3.07 | % | | | 2.92 | % |
Director, Vice-President, Secretary
16209 Kimberly Grove
Gaithersburg, Md 20878 | | | | | | | | | | | | | | | | |
| |
| Dr. Arnold Sussman, Director (7) | | | 929,400 | | | Common | | | 2.52 | % | | | 2.40 | % |
2440 M Street, N.W. Suite 203
Washington, D.C. 20037 | | | | | | | | | | | | | | | | |
| |
| Benjamin J. Harrell, Director | | | 400,000 | | | Common | | | 1.08 | % | | | 1.03 | % |
237 N. Peters Street Fourth Floor
New Orleans, Louisiana 70130 | | | | | | | | | | | | | | | | |
4
| | | | | | | | | | | | | | | | | |
| Frank E. Williams, Jr., Director (8) | | | 244,000 | | | Common | | | .66 | % | | | .63 | % |
2789b Hartland Road
Falls Church, Virginia 22043 | | | | | | | | | | | | | | | | |
| |
All Directors and Officers
as a Group (7 persons) | | | 8,529,967 | | | Common | | | 23.08 | % | | | 21.00 | % |
NOTES TO BENEFICIAL OWNERSHIP CHART:
(1) | | Common Stock, S-NR Preferred and S Preferred shares have been combined for the purpose of calculating voting percentages. Unless otherwise stated in the notes below, all references to options are to options exercisable currently and within 60 days of September 12, 2002. |
|
(2) | | The Europa Cruises Corporation Employee Stock Ownership Plan Trust Agreement (“ESOP”) was established on August 18, 1994 with 5,000,000 shares of common stock. The Trustee of the ESOP is Deborah A. Vitale, President, CEO, Chairman of the Board and Treasurer (the “Trustee”). As of December 31, 2001, there were 3,420,455 unallocated ESOP shares; at September 12, 2002, 1,579,545 ESOP shares had been released and allocated to participants in the ESOP. The participants in the ESOP are entitled to direct the Trustee as to the manner in which the Company’s allocated shares are voted Unallocated shares are voted by the Trustee. The Trustee is required to vote the unallocated ESOP shares in the best interests of ESOP beneficiaries. |
|
(3) | | Serco International Limited and, Austroinvest International Limited are affiliated entities. The Company understands that Dr. Ernst Walter is the sole director of each company. The total beneficial ownership of securities in the Company held by the two corporations and Dr. Walter includes: 900,000 shares of Series S-NR Preferred Stock and 924,334 shares of Common Stock owned by Serco International Limited and 926,000 shares of Series S Preferred Stock owned by Austroinvest International Limited. |
|
(4) | | Includes 2,473,151 shares of Common Stock owned by Mr. Illius; 17,400 shares of Common Stock owned by Mr. Illius’ wife; 16,000 shares of Common Stock owned by Mr. Illius’ son; 16,000 shares of Common Stock owned by Mr. Illius’ daughter; and 20,000 shares of Common Stock owned by the Builders’ Loft, Inc. pension fund which Mr. Illius manages; and options to purchase 400,000 shares of Common Stock. |
|
(5) | | Includes 100,000 shares of Common Stock owned by Ms. Vitale; 3,420,455 shares of unallocated ESOP Shares voted as a Trustee of the ESOP; 75,620 Common Shares allocated to Ms. Vitale’s ESOP account as a plan participant and 2,100,000 options to purchase shares of Common Stock. |
|
(6) | | Includes 733,000 shares of Common Stock owned by Mr. Harrison and options to purchase |
5
400,000 shares of Common Stock.
(7) | | Includes 926,400 shares of Common Stock owned by Dr. Sussman and 3,000 shares of Common Stock owned by Dr. Sussman’s wife. |
|
(8) | | Includes 55,000 shares of Common Stock owned by Mr. Williams; 145,000 shares of Common Stock from the Estate of Mr. Williams’ deceased father of which Mr. Williams is Executor; and 44,000 shares of Common Stock of the Williams Family Limited Partnership of which Mr. Williams is President of the general partner, the Williams Family Corporation. |
|
(9) | | Casino World, Inc. and Mississippi Gaming Corporation are wholly-owned subsidiaries of the Company. |
The Board consists of six directors whose terms continue until the next Annual Meetingannual meeting of stockholders or until his or her successor is duly elected and qualified. The Board has nominated the following six persons for election at the Meeting. Unless otherwise indicated in this proxy statement, the business address of each nominee is the executive officesoffice of the Company. Certain information concerning the nominees is set forth below.
Each nominee is, at present, available for election, but if any nominee should become unavailable, the persons voting the accompanying proxy may, at their direction, vote for a substitute. The election of each director requires the vote of holders of a
majorityplurality of
shares entitled to votethe outstanding Voting Stock, counted as a single class, present and
represented in person or by proxyvoting at
a Meeting at which a quorum is present.the Meeting.THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE NOMINEES LISTED BELOW.
| | | | | | | | |
| Name | | Age | | Title |
| |
| |
|
| Deborah A. Vitale | | | 5257 | | | Chairman of the Board, President, Chief Executive Officer, and Treasurer |
| | | | | | | Officer, and Treasurer |
| Gregory A. Harrison | | | 5863 | | | Director, Vice-President, Secretary |
| | | | | | |
| Frank E. Williams, Jr. | | | 6872 | | | Director |
| | | | | | |
| Benjamin J. Harrell | | | 4954 | | | Director |
Dr. Arnold Sussman | | | 66 | | | |
| Carl D. Stevens | | | 60 | | | Director |
| | | | | | |
| H. Steve Norton | | | 6873 | | | Director |
2
6
BENEFICIAL OWNERSHIP CHART
The following table sets forth, to the Company’s knowledge, as of July 20, 2007, based on filings with the Securities and Exchange Commission, the beneficial ownership of the outstanding Voting Stock held by (i) each person or entity beneficially owning more than 5% of the shares of any class of Voting Stock, (ii) each director, nominee, and certain executive officers, individually, and (iii) all directors and executive officers as a group.
| | | | | | | | | | | | | | | |
| | | Amount & | | | | | | |
| | | Nature of | | | | | | |
| Name and Address of | | Beneficial | | Title of | | % | | % |
| Beneficial Owner | | Ownership | | Class | | of Class | | Voting (1) |
Europa Cruises Corporation
Employee Stock Ownership Plan Trust (2)
1301 Seminole Boulevard, Suite 142
Largo, Florida 33770 | | | 3,022,770 | | | Common | | | 7.60 | % | | | 7.27 | % |
| | | | | | | | | | | | | | | |
Deborah A. Vitale (2) (3)
Chairman, President, CEO, and Treasurer
Chairman, President, and Treasurer of
Casino World, Inc. and Mississippi Gaming Corp.
1013 Princess Street
Alexandria, Virginia 22314 | | | 5,580,944 | | | Common | | | 14.04 | % | | | 13.42 | % |
| | | | | | | | | | | | | | | |
Gregory Harrison (4)
Director, Secretary, and Vice President
16209 Kimberly Grove
Gaithersburg, Maryland 20878 | | | 1,444,948 | | | Common | | | 3.64 | % | | | 3.48 | % |
| | | | | | | | | | | | | | | |
Benjamin J. Harrell (5)
Director
237 N. Peters Street, Fourth Floor
New Orleans, Louisiana 70130 | | | 650,000 | | | Common | | | 1.64 | % | | | 1.56 | % |
| | | | | | | | | | | | | | | |
Frank E. Williams, Jr. (6)
Director
2789b Hartland Road
Falls Church, Virginia 22043 | | | 447,150 | | | Common | | | 1.12 | % | | | 1.08 | % |
| | | | | | | | | | | | | | | |
Carl D. Stevens (7)
Director
1753 Highway 42 South
Forsyth, Georgia 31029 | | | 602,324 | | | Common | | | 1.52 | % | | | 1.45 | % |
| | | | | | | | | | | | | | | |
H. Steven Norton (8)
Director
700 Rozier Street
Alton, Illinois 62002 | | | 250,000 | | | Common | | | .63 | % | | | .60 | % |
| | | | | | | | | | | | | | | |
Serco International Limited (9)
P.O. Box 15, A-9010
Klagenfurt, Austria | | | 1,251,833
900,000
926,000 | | | Common
S-NR Preferred
S- Preferred | | | 3.15
100.00
100.00 | %
%
% | | | 7.40 | % |
3
DIRECTORS
| | | | | | | | | | | | | | | |
| | | Amount & | | | | | | |
| | | Nature of | | | | | | |
| Name and Address of | | Beneficial | | Title of | | % | | % |
| Beneficial Owner | | Ownership | | Class | | of Class | | Voting (1) |
Austroinvest International Limited (9)
P.O. Box 15, A-9010
Klagenfurt, Austria | | | 1,251,833
900,000
926,000 | | | Common
S-NR Preferred
S- Preferred | | | 3.15
100.00
100.00 | %
%
% | | | 7.40 | % |
| |
Ernst G. Walter (9)
14700 Gulf Blvd., Apt.401
Madeira Beach, Florida 33708 | | | 1,251,833
900,000
926,000 | | | Common
S-NR Preferred
S- Preferred | | | 3.15
100.00
100.00 | %
%
% | | | 7.40 | % |
| |
All Directors and Executive Officers as a Group
( 6 persons) | | | 9,033,002 | | | | | | 22.73 | % | | | 21.73 | % |
NOTES TO BENEFICIAL OWNERSHIP CHART:
| (1) | | Common Stock, Series S-NR Preferred Stock and Series S Preferred Stock have been combined for the purpose of calculating voting percentages. Unless otherwise noted below, all references to options are to currently exercisable options or options exercisable with 60 days of August 15, 2007. |
|
| (2) | | The Europa Cruises Corporation Employee Stock Ownership Plan (“ESOP”) was established on August 18, 1994. The Trustee of the ESOP is Deborah A. Vitale, President, CEO, and Chairman of the Board. As of December 31, 2006, 1,977,270 ESOP shares had been released and allocated to participants in the ESOP. The participants in the ESOP are entitled to direct the Trustee as to the manner in which the Company’s allocated shares are voted. The remaining 3,022,730 unallocated shares are voted by the Trustee. The Trustee is required to vote the unallocated ESOP shares in the best interests of the ESOP beneficiaries. |
|
| (3) | | Includes 3,022,730 unallocated common shares of the ESOP Trust; 767,000 shares of Common Stock owned directly by Ms. Vitale; options to purchase 1,450,000 shares of Common Stock; and 341,214 shares of Common Stock, which represent shares of stock held in Ms. Vitale’s fully vested ESOP participant account. |
|
| (4) | | Includes 807,951 shares of Common Stock owned directly by Mr. Harrison; 70,000 shares of Common Stock owned by the Harry and Marie Harrison Trust of which Mr. Harrison is a Co-Trustee; options to purchase 425,000 shares of Common Stock; and 141,997 shares of Common Stock held in Mr. Harrison’s partially vested ESOP participant account |
|
| (5) | | Includes 400,000 shares of Common Stock owned directly by Mr. Harrell and options to purchase 250,000 shares of Common Stock. |
|
| (6) | | Includes 143,500 shares of Common Stock owned directly by Mr. Williams; 53,650 shares of Common Stock owned by the Williams Family Limited Partnership of which Mr. Williams is President of the General Partner, the Williams Family Corporation; and options to purchase 250,000 shares of Common Stock. |
|
| (7) | | Includes 502,324 shares of Common Stock owned directly by Mr. Stevens and options to purchase 100,000 shares of Common Stock. |
4
| (8) | | Includes 75,000 shares of Common Stock owned directly by Mr. Norton and options to purchase 175,000 shares of Common Stock. |
|
| (9) | | Serco International Limited (f/k/a Serco International Financial Advisory Services, Ltd.) and Austroinvest International Limited are affiliated entities. The Company understands that Dr. Ernst Walter is the sole director of each company. The total beneficial ownership of securities of the Company held by the foregoing and Dr. Walter includes: 1,251,831 shares of Common Stock owned by Serco International Limited; 900,000 shares of Series S-NR Preferred Stock owned by Serco International Limited; and 926,000 shares of Series S Preferred Stock owned by Austroinvest International Limited. |
|
| (10) | | Casino World, Inc. and Mississippi Gaming Corporation are wholly-owned subsidiaries of the Company. |
NOMINEES
DEBORAH A. VITALEhas served as President, Chief Executive Officer and Treasurer of the Company since February 1998 and has served as Chairman of the Board of the Company since March 1995.
As President and CEO, Ms. Vitale was responsible for all phases of the day-to-day operations of four casino ships sailing out of three Florida ports into international waters and for the management and supervision of hundreds of both ship-based and land-based employees. Ms. Vitale served as Secretary of the Company from November 1994 until July 2002. She has been a Director of the Company since December 1992. On February 14, 1997, Ms. Vitale was appointed Chairman of the Board of Directors of Casino World, Inc. and Chairman of the Board of Directors of Mississippi Gaming Corporation, each a subsidiary of the Company. On September 2, 1997, Ms. Vitale was appointed President of Casino World, Inc. and Mississippi Gaming Corporation. Ms. Vitale is a trial attorney with over twenty years of experience handling complex civil litigation. Ms. Vitale is licensed to practice law in Maryland, Virginia and Washington, D.C.
Ms. Vitale was a principal in the firm of Miller & Vitale, P.C. from November 1990 to September 1992. From 1986 to 1990, Ms. Vitale was Of Counsel to the firm of Jacobi & Miller in Alexandria, Virginia. GREGORY A. HARRISON,, Ph.D.,
P.E.P.E., was elected a Director of the Company on February 20, 1998. Dr. Harrison was appointed Vice-President of the Company on July 18, 2002 and was appointed Secretary of the Company on July 25, 2002. Dr. Harrison is a consulting
forensic engineer with
thirty-fiveforty years of diversified fire protection/safety/project engineering experience with NASA, DOD, NBS, NRC, ARAMCO, and Tenera, L.P.
Effective August 27, 2004, Dr. Harrison became a Professional Engineer licensed to practice in the state of Mississippi. Dr. Harrison has qualified as an expert witness in various courts in ten states.
Dr. Harrison is a partner of Master Jin Kim of Champion Martial Arts, Inc., in the development of an internet martial arts school. Dr. Harrison received a B.S. degree in Fire Protection Engineering from the University of Maryland in 1966, an M.S. degree in Civil Engineering from the University of Maryland in 1970, an M.S. degree in Engineering Administration from George Washington University in 1979 and a
Ph. D.Ph.D. in Safety Engineering from Kennedy-Western University in 1994. Dr. Harrison has held a top secret security clearance with the U.S. Department of Energy, the
U.SU.S. Nuclear Regulatory Commission, and the Department of Defense. Dr. Harrison has served on the Board of Directors of Data Measurement Corporation and was an Advisory Board member of United Bank and First Patriot National Bank.
FRANK E. WILLIAMS, JR.was elected a Director of the Company on July 3, 2002. Since 1969, Mr. Williams has served as Chairman of the Board of Williams Enterprises of Georgia, Inc., a holding company controlling six subsidiaries active in various facets of the steel industry. Since 1995, Mr.
5
Williams has also served as Chairman, CEO, and a fifty percent owner of
Williams & Beasley Co.Bosworth Steel Erectors, Inc. of Dallas, Texas, an erector of steel products in the southwestern United States and
as Chairman and a major shareholder of Wilfab, Inc., a structural steel fabricator located in Cherokee County, Georgia. Mr. Williams is the Managing Partner and principal owner of Structural
SteelConcrete Products, LLC of Richmond, Virginia, a manufacturer of
prestressedpre-stressed concrete building systems for customers in the mid-Atlantic region and of Industrial Alloy Fabricators, LLC of Richmond,
Virginia, a fabricator of alloy plate products for the
pulpenergy and chemical
industries operating in various segments of the steel construction industry.industries. Mr. Williams
continues to serve on the Board offounded Williams Industries, Inc., a public company
(NASDAQ)(OTCBB: WMSI), which owns five subsidiaries active in the steel industry including Williams Bridge
Co.,Company, one of the largest fabricators of steel plate for bridge structures in the mid-Atlantic region.
The7
company was founded byHe served as Chairman of the Board of Williams Industries, Inc. through 1994 and currently is a Director of that Company. Mr. Williams who served as its President, CEO, andis currently Chairman through 1994.of the Board of Directors of Kaiser Group Holdings, Inc., a public company (NYSE: KGH). Mr. Williams is a former Chairman and a current Director of Capital Bank, NA.N.A. Mr. Williams has been appointed by bankruptcy courts as an official representative serving in a pro bono capacity on behalf of investors and debt holders in public companies in bankruptcy. Mr. Williams holds a Bachelor of Civil Engineering degree from the Georgia Institute of Technology.
BENJAMIN J. HARRELLwas elected a Director of the Company on July 18, 2002. Mr. Harrell was the founder and served as President and CEO of Pete Fountain Productions, Inc. from 1979 until it was acquired in 1999 by Production Group International, Inc.
(“PGI”), a global event communications
company.company, and subsequently acquired from “PGI” by TBA Global Events, LLC in 2005. Mr. Harrell currently manages the acquiring company’s business in the New Orleans area. Mr. Harrell also currently serves as Vice President of Pete Fountain Entertainment, LLC, which
runsuntil March 2003, operated one of the largest jazz clubs in New Orleans. Since 1975, Mr. Harrell has served as personal manager for the internationally noted jazz artist, Pete Fountain. Mr. Harrell handles all aspects of Mr. Fountain’s career, including promotion, concerts, personal appearances and commercial endorsements.
SinceFrom 1985
through 2003, Mr. Harrell
has also served as President of Cresent Sound & Light, Inc, a professional sound, lighting, video and staging company for the convention and entertainment industry. Mr. Harrell served as a Director of the New Orleans Metropolitan Convention and Visitors Bureau from 1997 through 1999.
DR. ARNOLD SUSSMAN On January 15, 2004, Mr. Harrell was elected to the Board of Directors of Mississippi Gaming Corporation, a Directorwholly-owned subsidiary of the Company on July 25, 2002. Since 2001, Dr. Sussman has served as President of MillenniumScan, LLC in Washington D.C. which uses state-of-the-art technology in multi-slice, full body CT scanners to detect potentially curable diseases. For approximately five years prior thereto, Dr. Sussman was involved in private investment activities. Prior thereto, Dr. Sussman practiced podiatry for approximately thirty- three years. Dr. Sussman is a former President and founder of the American Society of Podiatric Laser Medicine and Surgery. Dr. Sussman was a fellow of the American College of Ambulatory Foot Surgery and is a graduate of the Illinois College of Podiatry Medicine. Dr. Sussman is currently a Director of the Montgomery County Humane Society.
Company.
H. STEVEN NORTONwas elected a Director of the Company on August 6, 2002. Since 1998, Mr. Norton has served as President and CEO of Norton Management, Inc., a consulting company in Alton, Illinois and Las Vegas, Nevada. Mr. Norton also currently serves as a Director of Centaur, Inc., a
privateprivately held company which owns
a casino in Central City, Colorado and owns Hossier Park, an
equity interestIndiana race track, located in
Indiana Race Track, Anderson,
Indiana and has an indirect investment in California Indian Casino, Indianapolis, Indiana. Mr. Norton is also a Director of Colorado Casino Resorts, Inc.
, in Cripple Creek, Colorado and North East Resorts, Inc., a
privateprivately held company pursuing gaming in the state of Massachusetts.
Mr. Norton is also a major creditor and has provided consulting services to Onnam Entertainment, Inc., a privately held Las Vegas based company, with contracts to develop and operate Native American casinos in various U.S. locations. Prior to Hurricane Katrina, Onnam received permission from the Mississippi Gaming Commission to develop a casino site in Biloxi, Mississippi. The casino, if constructed, would compete with any casino resort subsequently developed by the Company.
From 1993 to 1998, Mr. Norton served as President and Chief Operating Officer of Argosy Gaming Corporation, a public company and operator of riverboat casinos. Mr. Norton also previously served as President and Chief Operating Officer of the Sands Hotel & Casino in Las Vegas, Nevada; as President and Chief Executive Officer of the Gold River Gambling Hall & Resort in Laughlin, Nevada; as
6
Executive Vice-President of Resorts International, Inc. and Resorts International Casino Hotel in Atlantic City, New
Jersey,Jersey; and as Vice-President, Treasurer and Comptroller of Paradise Island, Ltd/Paradise Island Casino.
8
Mr. Norton has also previously served as a founder and a Director of the American Gaming Association; as a founder, a Director and Vice-Chairman of the New Jersey Casino Association; as Chairman of the Indiana Gaming Association; as a Director and Vice-President of the Missouri Gaming Association; as a Director of the Illinois River Boat Association and as Chairman of the Casino Commission of the American Hotel Association. Mr. Norton has also served on the Board of Directors and Executive Committee of the American Hotel Association; as Chairman of the Board and President of the New Jersey Hotel Motel Association; as Director and Vice-President of the Bahamas Hotel Association; as Chairman of the Bahamas Hotel Employers Association; as Director and Treasurer of the Bahamas Employers Confederation; as a Board Member of the Nevada Hotel Motel Association; as Chairman of the Atlantic City Convention & Visitors Bureau; as Chairman of the Nassau Paradise Island Promotion Board; and as a member of the Advisory Board of the Governors Office of Travel and Tourism in New Jersey.
CARL D. STEVENSwas elected a Director of the Company on January 10, 2006. Mr. Stevens spent 26 years with the IBM Corporation in various sales and management positions, including Branch Manager, Atlanta, Georgia. Mr. Stevens was responsible for the southeast United States and served as Program Director for Public Sector Sales for the United States. In 1997, Mr. Stevens became President and CEO of ITC Corporation which was headquartered in Herndon, Virginia. ITC, a NASDAQ listed company, was a publisher and distributor of multimedia training materials with worldwide sales. In 1999, Mr. Stevens was named Division President of InfoCast Corporation Inc., which was headquartered in Toronto, Canada. Mr. Stevens headed the Company’s efforts in the e-Learning and Virtual Contact Center divisions. In June of 2001, Mr. Stevens was named CEO and President of Cogient Corporation, a medical software development and services provider headquartered in Toronto, Canada. Mr. Stevens resigned as CEO of Cogient Corporation in January of 2005 to return to the U.S. to actively manage his investments. Mr. Stevens attended Indiana University where he majored in business administration. Mr. Stevens is a veteran of the United States Air Force.
ROBERT ZIMMERMANwas appointed Chief Financial Officer of the Company on July 27, 1998. From May of 1994 until joining the Company, Mr. Zimmerman served as Controller for the North and Central American operations of Casinos Austria International, Ltd. From 1980 through 1993, Mr. Zimmerman served as
Vice-PresidentVice President of Finance for the Industrial Controls subsidiary of Emerson Electric
Company.Company (NYSE: EMR). Prior to 1980, Mr. Zimmerman was employed with the public accounting firm of Fiddler and Co. for seven years.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held nine (9)twelve meetings during the year ended December 31, 2001. Each Director2006 and all directors attended at least 75% of the total number of Board meetings during the period for which he or she was a Director.meetings. The Board does not have a compensation or nominating committee. has determined that Frank E. Williams, Jr., Carl D. Stevens, Benjamin J. Harrell, and H. Steven Norton are independent Directors as defined under the general independence standards of the NASD’s listing standards.
The Board currentlyof Directors has formed both a standing Audit Committee and a Compensation Committee. The Board has not formed a Nominating Committee.
7
THE AUDIT COMMITTEE
The Audit Committee is composed of three Directors: Frank E. Williams, Jr. (Chairman), Benjamin J. Harrell, and Gregory A. Harrison (ex-officio member). Both Mr. Williams and Mr. Harrell meet the independence standards as defined by Rule 4200(a)(15) of the NASD listing standards. Mr. Harrison, who serves only in an ex-officio capacity, by virtue of his status as a compensated Officer of the audit committee forCompany, is not independent. The Board of Directors has also determined that Frank E. Williams, Jr. is an Audit Committee Financial expert as that term is defined in the Company. rules issued pursuant to the Sarbanes-Oxley Act of 2002.
The
audit committee, whichAudit Committee has no written charter and convenes at
each meetingthe regularly scheduled meetings of the Board
has authority with respect to the financial audit and reporting functions of
the Company, including the review of internal accounting procedures and the review and oversight of the Company’s independent accountants. The audit committee has no written charter.Directors. Management of the Company has
the primary responsibility for the financial statements and
the reporting process, including systems of internal control. The Company’s independent
auditors areregistered public accounting firm is responsible for performing an independent audit of the Company’s consolidated
financial statements in accordance with generally accepted auditing standards and issuing a report thereon.
REPORT OF THE AUDIT COMMITTEE
The
audit committeeAudit Committee has reviewed and discussed the audited financial statements with management; has discussed with the independent auditors the matters required to be discussed by Statement on Auditing
StandardStandards (SAS) No. 61, as may be modified or supplemented; has
receivedreviewed the written disclosures and the letter from Friedman
Alpren & Green, LLP,
itsthe independent
accountants,registered public accounting firm, required by Independence
Standards Board Standards Board Standard No. 1, as may be modified or supplemented; has discussed
9
with the independent accountant the independent accountant’sfirm their independence; and based on the foregoing review and discussions, has included itsrecommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2001. The person performing2006, for filing with the equivalent function of the audit committee for the year ended December 31, 2001 was Deborah A. Vitale.
Fees for services rendered to the Company by Friedman, Alpren & Green, LLP for the year ended 2001 were as follows:
Securities and Exchange Commission. | | | | |
$34,571Frank E. Williams, Jr. (Chairman) | | Audit of Financial Statements |
0Benjamin J. Harrell | | Financial Information System Design and Implementation FeesGregory A. Harrison |
THE COMPENSATION COMMITTEE
The Compensation Committee is composed of three Directors: Benjamin J. Harrell (Chairman), Carl D. Stevens, and Gregory A. Harrison (ex-officio member). Both Mr. Harrell and Mr. Stevens have been determined to be independent Directors by the Board of Directors based on the general independence standards adopted by the Board. Mr. Harrison, who serves only in an ex-officio capacity, by virtue of his status as a compensated Officer of the Company, is not independent.
The Committee has no written charter and convenes at regularly scheduled meetings of the Board of Directors. The Committee discharges the Board’s responsibility related to compensation of Officers and employees of the Company. In addition, the Committee recommends to the Board, awards of options to purchase shares of Company common stock.
8
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of Diamondhead Casino Corporation recommended to the Board of Directors of the Company that Deborah A. Vitale receive a bonus and increased salary in recognition of her significant and material contributions to the Company. The bonus was for $450,000 to reflect Ms. Vitale’s significant contributions to the Company arising from her negotiation and settlement of significant tax liabilities with the Florida Department of Revenue arising from two separate tax audits of the Company’s former operating subsidiaries. As a result of Ms. Vitale’s efforts, the Company ultimately paid approximately $917,000 of a $7.4 million assessment with the Florida Department of Revenue and ultimately paid $1.6 million in settlement of a second tax assessment of approximately $3.2 million. As a result of Ms. Vitale’s efforts, the State of Florida did not foreclose on the Company’s assets, the Company was not forced into bankruptcy, and the Company was able to remain in operation so as to sell its vessels and leases, pay its lenders, including First Union National Bank of Florida in full, and avoid the loss of its Mississippi property which was pledged as collateral for its bank loans. The bonus was also awarded in recognition of Ms. Vitale’s efforts in settling various EEOC related complaints and lawsuits as well as settlement of certain Department of Labor matters.
The Compensation Committee also recommended that Ms. Vitale’s salary be increased from $125,000 per annum, where it has been since she became President in February of 1998, to $300,000 per annum. The pay increase was recommended to reflect her myriad corporate roles and responsibilities more accurately and to fairly compensate her based upon industry peer review. The Compensation Committee also noted that Ms. Vitale manages the company’s business without the benefit of administrative staff normally associated with the management of a publicly-traded company at significant savings to the Company.
5,000 | | Audit or Benefit Plan |
9,000 | | Quarterly Review Services |
0Benjamin J. Harrell (Chairman) | | All Other Fees |
|
$48,571Carl D. Stevens | | Total FeesGregory A. Harrison |
NO NOMINATING COMMITTEE
The Board of Directors has not formed a Nominating Committee, however, the Board acts as a group in considering nominations. The Board considers and reviews, from time to time, the appropriate size and composition of the Board and anticipates future vacancies and needs of the Board. In evaluating possible nominees, the Board considers, among other things, the background, experience, education and knowledge of a candidate, his familiarity with the gaming industry and related industries, his experience with publicly-traded entities, and his integrity and judgment. The Board considers the potential contribution a candidate will bring to the backgrounds, experience, and skills of the existing Board of Directors. The Board also considers a candidate’s ability to devote sufficient time and effort to his duties as a Director. After evaluation and review of candidates who meet the Board’s criteria, the Board considers its then-current needs and selects the nominees that best suit those needs.
The Board will consider candidates recommended by stockholders, provided the names of such nominees, accompanied by relevant biographical information, are properly submitted in writing to the Secretary of the Company in accordance with the manner described in Section III below: “Stockholder Proposals.” The nominees will be submitted to the Board of Directors and receive the same consideration as those nominees identified by members of the Board of Directors.
9
CODE OF ETHICS
The Company adopted a Code of Ethics in 2004 that applies to the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the Code was attached as an exhibit to the 2004 Annual Report. A copy of the Code of Ethics will be made available to any shareholder, free of charge, upon written request to the Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE The information listed below is based on aCompany’s Directors and Officers are required, pursuant to Section 16(a) of the Securities and Exchange Act of 1934, to file statements of beneficial ownership and changes in beneficial ownership of common stock of the Company with the Securities and Exchange Commission and to furnish copies of such statements to the Company. Based solely upon its review of reportsForms 3, 4 and other information5 and any amendments thereto furnished to the Company pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, all purchases and sales of stock and all required forms were filed timely by its directorsreporting persons during 2006 except as follows:
Carl D. Stevens was elected as a Director of the Company on January 10, 2006 and officers (collectively, the “Reporting Persons”). Toshould have filed a Form 3 by January 20, 2006, but did not file that form until January 27, 2006.
On April 25, 2006, Frank E. Williams, Jr. reported one transaction reflecting the Company’s
knowledge, duringaward of an option to purchase 100,000 shares of common stock on April 13, 2006, which should have been reported by April 17, 2006. On May 25, 2006, Mr. Williams reported one transaction for the
year ended December 31, 2001, all Reporting Persons complied with all applicable Section 16(a) filing requirements.sale of 4,000 shares of common stock on May 22, 2006, which should have been reported by May 24, 2006. On June 12, 2006, Mr. Williams reported one transaction for the sale of 1,500 shares of common stock on June 7, 2006, which should have been reported by June 9, 2006. On October 3, 2006, Mr. Williams reported one transaction for the sale of 7,625 shares of common stock on September 28, 2006, which should have been reported by October 2, 2006.
The following table provides information concerning the compensation of
certainnamed executive officers of the Company and its wholly-owned
subsidiaries, Casino World, Inc., and Mississippi Gaming Corporation.subsidiaries. No other person serving as an executive officer
of the Company on December 31,
2001,2006, received cash compensation in excess of $100,000 during any of the last
threetwo fiscal years.
SUMMARY COMPENSATION TABLE| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Annual Compensation | | | | | | | | | | Long Term Compensation | | | | | | | | |
| | | | | | | | | |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | Awards | | Payouts |
| | | | | | | | | | | | | | | | | | |
| |
|
| Name and Principal | | | | | | | | | | | | | | Other Annual | | Restricted | | | | | | LTIP | | All Other |
| Occupation | | Year | | Salary | | Bonus | | Compensation | | Stock Awards | | Options | | Payouts | | Compensation |
| |
| |
| |
| |
| |
| |
| |
| |
|
| Deborah A. Vitale President and CEO | | | 2001 | | | $ | 125,000 | | | None | | | (1 | ) | | None | | | 900,000 | (2) | | None | | | (3 | ) |
| | | | 2000 | | | $ | 125,000 | (4) | | None | | None | | None | | | 450,000 | (5) | | None | | | (3 | ) |
| | | | 1999 | | | $ | 125,000 | | | None | | None | | None | | None | | None | | | (3 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Nonqualified | | | | |
| | | | | | | | | | | | | | | | | | | | | | | Non Equity | | Deferred | | All | | |
| | | | | | | | | | | | | | | | | | | | | | | Incentive | | Compensa- | | Other | | |
| Name and | | | | | | | | | | | | | | Stock | | Option | | Plan | | tion | | Compen- | | |
| Occupation | | Year | | Salary | | Bonus | | Awards | | Awards (2) | | Compensation | | Earnings | | sation | | Total |
| Deborah A. Vitale | | | 2006 | | | $ | 300,000 | | | $ | 450,000 | | | None | | $ | 190,515 | | | None | | None | | | (3 | ) | | $ | 940,515 | |
| President | | | 2005 | | | $ | 133,654 | (1) | | None | | None | | $ | 437,171 | | | None | | None | | | (3 | ) | | $ | 570,825 | |
| | |
| (1) | | In 2005, Ms. Vitale received $14,424$125,000 of her annual salary and the remainder was paid to her in 2001 in lieu of vacation for three years..2006. |
10
| | |
| (2) | | On March 27, 2001,February 10, 2005, Ms. Vitale was awarded 100,000 optionsan option to purchase 75,000 shares of common stock |
10
| | exercisable at $ .50$.80 per share. On October 24, 2005, an option to purchase 450,000 shares of common stock, exercisable at $.50 per share, for services rendered as a Director.expired. On April 11, 2001,October 27, 2005, Ms. Vitale was awarded 800,000 optionsan option to purchase 450,000 shares of common stock exercisable at $ .50$1.25 per share. On April 18, 2001, 800,00013, 2006, Ms. Vitale was awarded an option to purchase 100,000 shares of common stock exercisable at $ .75$2.70 per share expired.share. Reference is hereby made to Note 3, “Summary of Significant Accounting Policies — Stock Based Compensation” in the attached 2006 Financial Statements, for a determination of the variables used in computing the value of option awards. |
| |
| (3) | | In 2000, Ms. Vitale became 20% vested in 19,941 shares of Common Stock allocated to her account in theThe Europa Cruises Corporation Employee Stock Ownership Plan for shares allocated through 1999. In 2001,(“the Plan”) is a defined contribution pension plan funded with common stock of the Company of which Ms. Vitale became 40%is a participant. As of December 31, 2005, Ms. Vitale was fully vested in 46,410314,700 shares of Common Stockcommon stock allocated to her account in the Europa Cruises Corporation Employee Stock Ownership Plan forPlan. As of December 31, 2006, Ms. Vitale was fully vested in 341,214 shares of common stock allocated through 2000.to her account in the Plan. |
The following table provides a summary of the outstanding equity awards at December 31, 2006 for the named executive officer.
SUMMARY OF OUTSANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Equity | | | | |
| | | | | | | | | | | Incentive | | | | |
| | | | | | | | | | | Plan | | | | |
| | | | | | | | | | | Awards | | | | |
| | | Number of | | Number of | | Number of | | | | |
| | | Securities | | Securities | | Securities | | | | |
| | | Underlying | | Underlying | | Underlying | | | | |
| | | Unexercised | | Unexercised | | Unexpired | | Option | | Option |
| | | Options | | Options | | Unexercised | | Exercise | | Expiration |
| Name | | Exercisable | | Unexercisable | | Options | | Price | | Date |
| Deborah A. Vitale | | | 750,000 | | | None | | None | | $ | .30 | | | | 3/11/08 | |
| | | | 75,000 | | | None | | None | | | .75 | | | | 7/23/08 | |
| | | | 75,000 | | | None | | None | | | .80 | | | | 2/10/10 | |
| | | | 450,000 | | | None | | None | | | 1.25 | | | | 10/27/10 | |
| | | | 100,000 | | | None | | None | | | 2.70 | | | | 4/13/11 | |
Stock Awards
| | | | | | | | |
| |
(4) | | Ms. Vitale was paid $38,461 of her 2000 compensation in 2001. | | | | | Equity |
| |
(5) | | On July 25, 2000, Ms. | | | Equity | | Incentive |
| | | | | | Incentive | | Plan Awards |
| | | | | | Plan Awards | | Market or |
| | | | | | Number of | | Payout Value |
| | Number of | | Market Value of | | Unearned | | of Unearned |
| | Shares or Units | | Shares or Units | | Shares, Units or | | Shares, Units or |
| | Of Stock That | | Of Stock That | | Other Rights That | | Other Rights That |
| | Have Not | | Have Not | | Have Not | | Have Not |
| Name | | Vested | | Vested | | Vested | | Vested |
Deborah A. Vitale was granted options to purchase 450,000 shares of Common Stock exercisable at $.50 per share for services rendered as a Director and President of Europa and its subsidiaries. | | None | | None | | None | | None |
11
DIRECTORS’ COMPENSATIONIn September 1997,
The current members of the
Company ceased paying cash compensation to its non-employee Directors. The Company has, from time to time, compensated its non-employeeBoard of Directors
by granting options to them. (See “Options”)are not paid fees for their services as a Director. Directors are reimbursed for certain approved expenses
incurred in connection with Company business and
for certain approved expenses incurred in connection with attendance at non-telephonic Board meetings and non-telephonic committee meetings.
OPTION GRANTS IN 2001
During the year ended December 31, 2001, a total of 1,413,500 options Directors are, from time to purchase shares of the Company’s common stock weretime, awarded to Directors, Officers and a key employee of the Company. During the same period, 800,000 options to purchase shares of the Company’s common stock expired.
On March 27, 2001, Mr. Duber, a former Director and Vice-President of the Company, was awarded 100,000 options exercisable at $ .50 per share for services rendered as a Director. On March 27, 2001, Mr. DeMattia, a former Director, was awarded 100,000 options exercisable at $.50 per share for services rendered as a Director. On March 27, 2001, Mr. Illius, a former Director, was awarded 150,000 options exercisable at $.50 per share for services rendered as a Director. On March 27, 2001, Mr. Harrison, a Director, was awarded 100,000 options exercisable at $.50 per share for services rendered as a Director. On March 27, 2001, Ms. Vitale, a Director, was awarded 100,000 options exercisable at $ .50 per share for services rendered as a Director. On April 10, 2001, the Board of Directors awarded 800,000 options exercisable at $.50 per share to Deborah A. Vitale, President, CEO, Secretary and Treasurer. On April 18, 2001, 800,000non-qualified options to purchase common stock which were previously awarded to Deborah A. Vitale, expired. On July 23, 2001, the Board of Directors awarded 63,500 options to purchase common stock at $.63 to a key employee.
11
During the year ended 2001, no options were exercised by any Officers or Directors of the Company.
OPTION GRANTS IN 2002
On March 4, 2002, 106,000 options exercisable at $0.90 per share, were awarded to a key employee of the Company. To date, during 2002, no options have been exercised by any Officer or DirectorThe table below summarizes compensation of Directors for 2006, exclusive of the Company.
OPTIONS OUTSTANDING
The following table summarizes all outstanding exercisable options granted to current and former Directors ofnamed executive officer, whose compensation has been summarized in the Company.
| | | | | | | | | | | | | | | | | |
| | | AMOUNT | | GRANT | | | | | | EXPIRY |
| GRANTEE | | GRANTED | | DATE | | PRICE | | DATE |
| |
| |
| |
| |
|
| Deborah A. Vitale | | | 750,000 | | | | 4/03/98 | | | $ | 1.00 | | | | 4/03/03 | |
| Chairman, CEO, President | | | 450,000 | | | | 10/24/00 | | | | .50 | | | | 10/24/05 | |
| and Treasurer | | | 100,000 | | | | 3/27/01 | | | | .50 | | | | 3/24/06 | |
| | | | 800,000 | | | | 4/11/01 | | | | .50 | | | | 4/11/06 | |
| |
| Gregory A. Harrison | | | 50,000 | | | | 3/24/98 | | | $ | 1.00 | | | | 3/24/03 | |
| Director, Secretary | | | 250,000 | | | | 10/24/00 | | | | .50 | | | | 10/24/05 | |
| and Vice President | | | 100,000 | | | | 3/27/01 | | | | .50 | | | | 3/27/06 | |
| |
| John R. Duber | | | 100,000 | | | | 3/24/98 | | | $ | 1.00 | | | | 3/24/03 | |
| Former Director | | | 250,000 | | | | 10/24/00 | | | | .50 | | | | 10/24/05 | |
| | | | 100,000 | | | | 3/27/01 | | | | .50 | | | | 3/24/06 | |
| |
| James C. Illius | | | 250,000 | | | | 10/24/00 | | | | .50 | | | | 10/24/05 | |
| Former Director | | | 150,000 | | | | 3/27/01 | | | | .50 | | | | 3/27/06 | |
| |
| Paul J. DeMattia | | | 50,000 | | | | 3/24/98 | | | $ | 1.00 | | | | 3/24/03 | |
| Former Director | | | 250,000 | | | | 10/24/00 | | | | .50 | | | | 10/24/05 | |
| | | | 100,000 | | | | 3/27/01 | | | | .50 | | | | 3/27/06 | |
tables above.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | Nonqualified | | | | |
| | | Fees Earned | | | | | | (1) (2) | | Non-Equity | | Deferred | | | | |
| | | Or Paid in | | Stock | | Option | | Incentive Plan | | Compensation | | All Other | | |
| Name | | Cash | | Awards | | Awards | | Compensation | | Earnings | | Compensation | | Total |
| Gregory A. Harrison | | None | | None | | $ | 190,515 | | | None | | None | | None | | $ | 190,515 | |
| Frank E. Williams, Jr. | | None | | None | | $ | 190,515 | | | None | | None | | None | | $ | 190,515 | |
| Benjamin J. Harrell | | $ | 2,500 | | | None | | $ | 190,515 | | | None | | None | | None | | $ | 193,015 | |
| H. Steven Norton | | None | | None | | $ | 190,515 | | | None | | None | | None | | $ | 190,515 | �� |
| Carl D. Stevens | | None | | None | | $ | 190,515 | | | None | | None | | None | | $ | 190,515 | |
| (1) | | On April 13, 2006, each Director was awarded an option to purchase 100,000 shares of common stock at an exercise price of $2.70 per share. The option is immediately exercisable and expires five years from the date of grant. |
|
| (2) | | Reference is hereby made to Note 3, “Summary of Significant Accounting Policies – Stock Based Compensation” in the attached 2006 Financial Statements, for a determination of the variables used in computing the value of option awards. |
On August 18, 1994, the Company established the Europa Cruises Corporation Employee Stock Ownership Plan (the “ESOP”). The ESOP, which is a qualified retirement plan under the provisions of Section 401(a) of the Internal Revenue Code and an employee stock ownership plan within the meaning of Section 4975(e)(7) of the Internal Revenue Code, was established primarily to invest in stock of the Company. All employees as of December 31, 1994, and subsequent new employees having completed 1,000 hours of service, are eligible to participate in the ESOP. The Company also established a trust called the Europa Cruises Corporation Employee Stock Ownership Plan Trust Agreement, to serve as the funding vehicle for the ESOP.
TheDeborah A. Vitale, CEO, President and Treasurer of the Company, is the sole Trustee of
this trust is Deborah A. Vitale.the Trust. As of December 31,
2001, there were 3,420,455 unallocated ESOP2006, 1,977,270 shares
and 1,579,545 ESOP sharesof Common Stock had been released and allocated to participants in the ESOP.
The participants in the ESOP are entitled to direct the Trustee as to the manner in which the Company’s allocated shares are12
voted. Unallocated shares are voted by the Trustee. The Trustee is required to vote the unallocated ESOP shares in the best interests of the ESOP beneficiaries.
On August 21, 1994, the Company loaned $4,275,000 to the ESOP in exchange for a ten-year promissory note bearing interest at eight percent per annum. On August 24, 1994, the ESOP purchased 2,880,000 shares of the Company’s Common Stock with the proceeds of the loan. On August 25, 1994 the Company loaned an additional $3,180,000 to the ESOP in exchange for a ten year promissory note bearing interest at eight percent per annum. On August 26, 1994, the ESOP purchased an additional 2,120,000 shares of the Company’s Common Stock with the proceeds of the loan. The shares of Common Stock were pledged to the Company as security for the loans. The promissory notes will be repaid with
12
the proceeds of annual contributions made by the Company to the ESOP. In April of 1995, the Company agreed to extend the maturity of the loans to twenty years. Effective for the Plan year beginning January 1, 2001, the Company amended the plan and related loans for the purpose of limiting excise tax liability for plan contributions in excess of IRS Code 415 limitations. To accomplish this, the Company agreed to extend the maturity of the loans to fifty years.
II. RATIFICATION OF INDEPENDENT CERTIFIEDREGISTERED PUBLIC ACCOUNTANTSThe firm of ACCOUNTING FIRM
Friedman
Alpren & Green, LLP has served as the Company’s independent
auditorregistered public accounting firm since the audit of the 2000 financial statements. The Audit Committee has selected Friedman LLP to audit the Company’s financial statements for the
fiscal yearsyear ending December 31,
20002007 and
December 31, 2001.is asking the stockholders to ratify the appointment. Members of the firm of Friedman
Alpren & Green, LLP are not expected to be present at the Annual Meeting
of Stockholders and, accordingly, will not be available to make a statement or respond to
appropriate questions.
ITEM 2
TO RATIFY A RESOLUTION TO CHANGE THE NAME OF THE COMPANY TO “DIAMONDHEAD CASINO CORPORATION.”
The Board
In the event stockholders fail to ratify the appointment, the Audit Committee may reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of
Directors has approved a
resolution to amenddifferent independent accounting firm at any time during 2007 if the
Articles of Incorporation of the Company toAudit Committee determines that such a change
the name of the Company from “Europa Cruises Corporation” to“Diamondhead Casino Corporation.” The Board believes that the name “Europa Cruises Corporation” suggests that the Company may be engaged in the operation of cruise ships overseas and leads to incorrect assumptions about the business of the Company. Inasmuch as the future business of the Company is expected to focus on the development of land owned by the Company in Diamondhead, Mississippi, the Board believes that amending the Articles of Incorporation to change the name of the Company to “Diamondhead Casino Corporation” would be
beneficial to and in the best
interestsinterest of the Company and its
shareholders.stockholders.
The Audit Committee approved all services provided by Friedman LLP for the years ended December 31, 2006 and 2005. The following fees were paid to Friedman LLP for services in 2006 and 2005:
| | | | | | | | | |
| | | 2006 | | | 2005 | |
| Audit Fees | | $ | 57,603 | | | $ | 50,529 | |
| Audit-Related Fees | | | 7,745 | | | | 7,745 | |
| Tax Fees | | | 0 | | | | 0 | |
| All Other Fees | | | 0 | | | | 1,500 | |
| | | | | | | |
| | | | | | | | | |
| Total Fees Paid to Friedman LLP | | $ | 65,348 | | | $ | 59,774 | |
| | | | | | | |
Audit fees are comprised of fees for professional services rendered in conjunction with the audit of the Company’s annual financial statements, review of the Company’s annual report filed with the Securities and Exchange Commission on Form 10KSB, and review of the information contained in the Company’s quarterly filings with the Securities and Exchange Commission on Form 10QSB.
Audit-related fees are comprised of the fees for professional services rendered in connection with the audit of the Company’s Employee Stock Ownership Plan.
All other fees are comprised of fees for professional services rendered in conjunction with the review of the Company’s answers to the Securities and Exchange Commission’s queries in their review of the Company’s filings.
THE BOARD OF DIRECTORS RECOMMENDS AND ENCOURAGES YOU TOTHE AUDIT COMMITTEE UNANIMOUSLY RECOMMEND A VOTE “FOR”FOR THE PROPOSAL TO RATIFY A RESOLUTION TO AMEND THE ARTICLES OF INCORPORATION TO CHANGE THE NAMERATIFICATION OF THE COMPANY TO “DIAMONDHEAD CASINO CORPORATION.”APPOINTMENT OF FRIEDMAN LLP AS THE COMPANY’S INDEPENDENT AUDITOR.
13
Management of the Company does not know of any matters that may properly come before
thethis meeting other
thanthat those referred to in the accompanying Notice of Annual Meeting of Stockholders. If any other matters properly come before the Meeting, it is intended that the shares of Voting Stock represented by the proxy will be voted with respect thereto in accordance with the judgment of the persons voting them.
STOCKHOLDER PROPOSALS FOR 2003 MEETING If a stockholder intends to present a proposal for action at the 20032008 Annual Meeting and wishes to have such proposal considered for inclusion in the Company’s proxy materials in reliance on Rule 14a-8 under the Securities and Exchange Act of 1934, the proposal must be submitted in writing and received by the Secretary of the Company at the Company’s principal executive offices at 150-153rd Avenue,1301 Seminole Boulevard, Suite 202, Madeira Beach,142, Largo, Florida 33708,33770, not less than 120 calendar days before the date of the Company’s Proxy Statement released to shareholders in connection with the previous year’s annual meeting. All such proposals must meet the rules and requirements of the Securities and Exchange Commission relating to stockholder proposals. No stockholder proposals were received with respect to the Meeting scheduled for November 4, 2002.
October 1, 2007.| | | |
| | | By Order of the Board of Directors
|
| | Deborah A. Vitale
|
| | Chairman of the Board
|
| | President and Chief Executive Officer and Treasurer |
| August 17, 2007 | | |
September 26, 2002
14
EUROPA CRUISESDIAMONDHEAD CASINO CORPORATIONTHIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned, revoking all previous proxies
Voting by telephone or consents, hereby appoints as hisInternet is quick, easy and immediate.As a stockholder of Diamondhead Casino Corporation, you have the option of voting your shares electronically through the Internet or heron the telephone, eliminating the need to return the proxy card. Your electronic vote authorizes the named proxies Deborah A. Vitale and Gregory A. Harrison, or either of them, with full power of substitution and revocation, to vote allyour shares of Common Stock or S Preferred Stock or S-NR Preferred Stock (collectively, the “Voting Stock”) of the undersigned in Europa Cruises Corporation with all of the powers that the undersigned would have if personally present at the Annual Meeting of stockholders of Europa Cruises Corporation to be held on Monday, November 4, 2002, at the Hilton Hotel, 1767 King Street, Alexandria, Virginia 22314 at 11:00 a.m., local time, and at any and all adjournments or postponements thereof, upon the matters described in the accompanyingsame manner as if you marked, signed, dated and returned the proxy card. Votes submitted electronically over the Internet or by telephone must be received by 7:00 p.m., Eastern Time, on September 30, 2007.
Vote Your Proxy Statement and upon any other business that may properly come beforeon the Meeting or any adjournment or postponement thereof. Said proxies are directedInternet:
Go to www.continentalstock.com.
Have your proxy card available when you access the above website. Follow the prompts to vote or refrain fromyour shares.
Vote Your Proxy by Phone:
Call 1 (866) 894-0537.
Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting as indicatedinstructions to vote your shares.
PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE
VOTING ELECTRONICALLY OR BY PHONE
Vote Your Proxy by mail:Mark, sign, and
otherwise,date your proxy card, then detach it, and return it in
their discretion.the postage-paid envelope provided.
THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH6FOLD AND DETACH HERE AND READ THE RECOMMENDATIONS OF THE COMPANY’S BOARD OF DIRECTORS “FOR” ALL NOMINEES IN ITEM 1 AND “FOR” ITEM 2.REVERSE SIDE6ITEM 1. TO ELECT SIX DIRECTORS TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS.
| | | | |
PROXY | | Please mark
your votes
like this | | x |
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE COMPANY’S BOARD OF DIRECTORS “FOR” ALL NOMINEES IN ITEM 1 AND “FOR” ITEM 2.
| | |
| | | | | | | | |
o1. | | ELECTION OF DIRECTORS | | FOR ALL NOMINEES LISTED BELOWall | | WITHHOLD AUTHORITY |
| | | | | | Nominees listed | | to vote for all nominees listed |
| | NOMINEES: | | (01) DEBORAH A. VITALE | | to the left | | to the left |
| | | | (02) BENJAMIN J. HARRELL
(03) GREGORY A. HARRISON
(04) CARL D. STEVENS | | o | | WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOWo |
| | | | (05) FRANK E. WILLIAMS, JR. | | | | |
| | | | (06) H. STEVEN NORTON | | | | |
|
| (Instruction: To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list above) |
| | | | | | | | |
DEBORAH A. VITALE | | GREGORY A. HARRISON | | FRANK E. WILLIAMS, JR. |
BENJAMIN J. HARRELL | | ARNOLD J. SUSSMAN | | H. STEVEN NORTON |
| | | | | | | | |
| 2. | | TO RATIFY THE APPOINTMENT OF FRIEDMAN LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
| | | | FOR | | AGAINST | | ABSTAIN |
| | | | o | | o | | o |
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE THE NOMINEE’S NAME ON THE LINE BELOW:
ITEM 2. TO RATIFY A RESOLUTION OF THE BOARD OF DIRECTORS TO AMEND THE ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO “DIAMONDHEAD CASINO CORPORATION.”
ID:PROXY NUMBER:
ACCOUNT NUMBER:
| | | | | | | | | | | | | | |
FORSignature | | o | | AGAINSTSignature | | o | | ABSTAINDate | | o | , | | 2007. | |
| | | | | | | | | | | | | | |
(continued and to be signed and dated on reverse side)
(continued from previous side)
Note: Please sign exactly as your name appears below. When shares of Voting Stock are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign thein full corporate name by President or other duly authorized officer. If a partnership, please sign in partnership name by authorized person.
