INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the Securities
xþ
Filed by a Party other than the Registrantoo oPreliminary Proxy Statemento oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))xþDefinitive Proxy Statement o Definitive Additional Materials o Soliciting Material under Rule 14a-12Pursuant to 240.14a-12EUROPA CRUISESIn Itsin Charter)þ xNo fee required. o oFee 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: (5) Total fee paid: 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:
33770EUROPA CRUISESDIAMONDHEAD CASINO CORPORATION150-153rd Avenue1301 Seminole Boulevard, Suite 202142Madeira Beach,Largo, Florida 33708
TO BE HELD ON NOVEMBER 4, 2002OCTOBER 1, 2007EUROPA CRUISESDIAMONDHEAD CASINO CORPORATION: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.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.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
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EUROPA CRUISES CORPORATION
UPON THE PAYMENT OF AN AMOUNT EQUAL TO THE REASONABLE EXPENSES INCURRED IN FURNISHING SUCH 1 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.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.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.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 STOCKHOLDERS2EXHIBITS.EHIBITS.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.
BENEFICIAL OWNERSHIP
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 |
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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 |
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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:
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400,000 shares of Common Stock.
the Meeting.THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE NOMINEES LISTED BELOW.
Name | Age | Title | ||||||
Deborah A. Vitale | Chairman of the Board, President, Chief Executive Officer, and Treasurer | |||||||
Gregory A. Harrison | Director, Vice-President, Secretary | |||||||
Frank E. Williams, Jr. | Director | |||||||
Benjamin J. Harrell | Director | |||||||
Carl D. Stevens | 60 | Director | ||||||
H. Steve Norton | Director |
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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 | % |
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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 | % |
(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. |
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(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. |
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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.
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.
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.
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8
PERSONELL
OF DIRECTORS
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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:
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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.
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 |
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(2) | On |
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exercisable at | ||
(3) |
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 |
Equity | ||||||||
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 | None | None | None | None |
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In September 1997,
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.
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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. |
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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.
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The firm of ACCOUNTING FIRM
ITEM 2
TO RATIFY A RESOLUTION TO CHANGE THE NAME OF THE COMPANY TO “DIAMONDHEAD CASINO CORPORATION.”
The Board
stockholders.
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 | ||||
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14thethis 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. FOR 2003 MEETING20032008 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. By Order of the Board of Directors Deborah A. Vitale Chairman of the Board President and Chief Executive Officer and TreasurerAugust 17, 2007 September 26, 2002
the postage-paid envelope provided.EUROPA CRUISESTHIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORSThe undersigned, revoking all previous proxiesconsents, 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.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.
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.
VOTING ELECTRONICALLY OR BY PHONE
Mark, sign, and otherwise,date your proxy card, then detach it, and return it in their discretion.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.Please mark
your votes
like thisx o1.ELECTION OF DIRECTORS FOR ALL NOMINEES LISTED BELOWallWITHHOLD 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 NORTON2. 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.” FOR o AGAINSTSignature o ABSTAINDate o, 2007. (continued and to be signed and dated on reverse side)(continued from previous side) 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.
FOLD AND DETACH HERE AND READ THE REVERSE SIDE PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OFD IRECTORS Theu ndersigned, revoking any previous proxies or consents, hereby appoints as his or her proxies, DeborahA . Vit ale and Gregory A. Harrison,o r eith er of them, with full power of substitution and revocation, to vote all shares of Common Stock or S Preferred Stock or S-NR Preferred Stock (collectively, the “Voting Stock”)o f the undersigned in Diamondhead Casino Corporatio n with all of thep owers that the undersigned would have if personally present at the Annual Meeting of stockholder s of Diamondhead Casino Corporation, to be held on October 1, 2007 at theH ilton Hotel, 1767 King Street, Alexandria, Virg inia 22314 at 11:00 a.m . local time, and at any and al adjournments or postponements thereof, and upon the mat ers describ ed in the accompanying Proxy Statement and upon any other business that may properly come before the Meeting or any adjournment or postponement thereof. Said proxie s ared irected o t vote orr efrain from voting as indicated and, otherwise, in theird iscretion. (Contin ued, andt o be marked, dated and signed, on theo ther side) |
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. |
1. | ELECTION OF DIRECTORS | FOR all | 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 | o | ||||||
(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) |
PLEASE MARK, SIGN, DATE AND RETURN THE PROXYCARD PROMPTLY USING THE ENCLOSED ENVELOPE.
EUROPA CRUISES CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned, revoking all previous proxies or consents, hereby appoints his or her Trustee of the Employee Stock Ownership Plan Trust Agreement (“ESOP”), Deborah A. Vitale, with full power of substitution and revocation, to vote all Common Stock of the undersigned in Europa Cruises Corporation allocated to his or her ESOP account 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 accompanying Proxy Statement and upon any other business that may properly come before the Meeting or any adjournment or postponement thereof. Said proxy is directed to vote or refrain from voting as indicated and, otherwise, in her discretion.
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.
ITEM 1. TO ELECT SIX DIRECTORS TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS.
TO RATIFY THE APPOINTMENT OF FRIEDMAN LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | ||||||||
FOR | AGAINST | ABSTAIN | ||||||
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.”
Signature | , | 2007. | ||||||||||||
(continued and to be signed and dated on reverse side)
(continued from previous side)
PLEASE MARK, SIGN, DATE AND RETURN THE PROXYCARD PROMPTLY USING THE ENCLOSED ENVELOPE.
FOLD AND DETACH HERE AND READ THE REVERSE SIDE PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OFD IRECTORS The unders igned, revokinga ny previo usp roxies or consents, herebya ppoin tsh is or her Trusteeo f the Employee Stock Ownership Trust Agreement, Deborah A. Vitale, with ful power of substitution and revocati on, to vote all shares of Common Stock of the undersigned inD iamondhead Casin o Corporation al ocatedt o his or her Emplo yee Sto ckO wnership Plan account with all oft hep owers that the undersigned would have if personally present at the Annual Meeting of stockholders of Diamondhead Casino Corporati on, to be held on Monday, October 1, 2007, at the Hilton Hotel, 1767 King Street, Ale xandria, Virginia 22314 at 11:00 a.m . local time, and at any and all adjournments or postponements thereof, and upon the matters described in the accompanying Proxy Statement and upon any other business th at may properly come before the Meeti ng or any adjournment or postponement thereof. Said proxy isd irected to vote orr efrain f rom voti ng as indicate da nd, otherwise, in her discretion. (Contin ued, andt o be marked, dated and signed, on theo ther side) |