Attached files
| file | filename |
|---|---|
| EX-10.3 - Envela Corp | v186577_ex10-3.htm |
| EX-10.4 - Envela Corp | v186577_ex10-4.htm |
| EX-10.2 - Envela Corp | v186577_ex10-2.htm |
| EX-10.5 - Envela Corp | v186577_ex10-5.htm |
| EX-10.1 - Envela Corp | v186577_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
________________________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported):
May 26,
2010 (May 25, 2010)
DGSE COMPANIES,
INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
1-11048
|
88-0097334
|
|
(State
or Other
Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
11311 Reeder Rd.
Dallas,
Texas 75229
(Address
of Principal Executive Offices) (Zip Code)
(972)
484-3662
(Registrant’s
telephone number, including area code)
______________________________________
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
Item
1.01.
|
Entry
into a Material Definitive
Agreement.
|
On May
25, 2010 (the “Closing”), DGSE
Companies, Inc., a Nevada corporation (the “Registrant”), entered
into a Closing Agreement, dated May 25, 2010, attached hereto as Exhibit 10.1 (the
“Closing
Agreement”), with NTR Metals, LLC, a Texas limited liability company
(“NTR”), and
Dr. L.S. Smith, an individual (“Dr.
Smith”). Pursuant to the Closing Agreement and that certain
Purchase and Sale Agreement (and Amendments thereto), dated January 27, 2010,
attached hereto as Exhibit 10.2, by and
among the Registrant and Stanford International Bank, Ltd. (“SIBL”), an entity
organized under the laws of Antigua, the Registrant assigned its right to
acquire three million (3,000,000) shares of the Registrant’s common stock, par
value $0.01 per share (the “NTR Acquired
Interest”), from SIBL to NTR, whereby NTR acquired the NTR Acquired
Interest directly from SIBL for a cash purchase price of $3,600,000 paid to SIBL
by NTR.
Simultaneously with the Closing, NTR
granted to Dr. Smith a 4-year proxy (the “NTR
Proxy”) on the NTR Acquired
Interest. NTR will not be represented on the Registrant’s Board of
Directors, nor will NTR be otherwise involved in the management of the
Registrant. In addition, NTR has entered into a one-year Lock-Up
Agreement on the NTR Acquired Interest. In exchange for NTR’s grant
of the NTR Proxy, Dr. Smith granted to NTR an option (the “Option”) to acquire one million (1,000,000)
shares of the Registrant’s common stock owned by Dr. Smith, at an exercise price
of $6.00 per share for the first two years following the anniversary of the
Closing. If the Option remains unexercised on the second anniversary
following the Closing, then the exercise price shall increase to $10.00 per
share for the third and fourth years following the anniversary of
Closing. The NTR Proxy shall terminate, and the voting rights on the
NTR Acquired Interest shall revert back to NTR, upon the occurrence of: 1) NTR’s
exercise of the Option at any time during the four-year Option period; or 2) the
death of Dr. Smith.
Pursuant to the Closing Agreement, NTR
has been granted piggy-back registration rights with respect to those shares of
the NTR Acquired Interest that remain restricted
securities (the “Remaining
Shares”). The Remaining Shares may, in the event that the
Registrant proposes to register any of its securities for public sale under the
Securities Act of 1933, as amended (the “Securities
Act”), and upon timely
written request from NTR, be included in the registration statement
covering those securities being registered for sale by DGSE under the
Securities Act.
|
Item
1.02.
|
Termination
of Material Definitive Agreement
|
On May 30, 2007, the Registrant entered
into that certain Amended and Restated Commercial Loan and Security Agreement,
attached hereto as Exhibit 10.3 (the
“Credit
Agreement”), by and between Superior Galleries, Inc., a wholly-owned
subsidiary of the Registrant (“Superior”), and SIBL,
whereby SIBL provided Superior a revolving credit facility of up to nineteen
million eight hundred ninety two thousand three hundred and forty dollars
($19,892,340). As of the date of this Form 8-K, the books and records
of SIBL reflect a total outstanding principal balance of ten million five
hundred fifty thousand dollars ($10,550,000) (the “Outstanding Debt”)
owing to SIBL by the Registrant under the Credit Agreement.
On January 27, 2010, the Registrant and
SIBL entered into a Debt Conversion Agreement, attached hereto as Exhibit 10.4 (the
“Debt Conversion
Agreement”), whereby 1) the Credit Agreement, 2) that certain
Corporate Governance Agreement, dated May 30, 2007, attached hereto as Exhibit 10.5,
pursuant to which the Registrant and SIBL sought to establish the terms and
conditions of the Registrant’s Board of Directors following the merger of
Superior with and into a wholly-owned subsidiary of the Registrant, and 3) all
of the Registrant’s Outstanding Debt were cancelled, in consideration for the
Registrant’s obligation to issue to SIBL 1,000 shares of the Registrant’s
restricted common stock. The Registrant has committed to issue the
aforementioned shares, which are subsequently to be returned by SIBL to the
Registrant for cancellation in accordance with the terms and conditions of the
Purchase and Sale Agreement, attached hereto as Exhibit
10.2.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
(a) Not
applicable.
(b) Not
applicable.
2
(c) Not
applicable.
(d) Exhibits.
|
Exhibit
No.
|
Description
|
|
10.1
|
Closing
Agreement, dated May 25, 2010
|
|
10.2
|
Purchase
and Sale Agreement, dated January 27, 2010
|
|
10.3
|
Amended
and Restated Commercial Loan and Security Agreement, dated May 30,
2007
|
|
10.4
|
Debt
Conversion Agreement, dated January 27, 2010
|
|
10.5
|
Corporate
Governance Agreement, dated May 30,
2007
|
3
EXHIBITS
|
Exhibit
No.
|
Description
|
|
10.1
|
Closing
Agreement, dated May 25, 2010
|
|
10.2
|
Purchase
and Sale Agreement, dated January 27, 2010
|
|
10.3
|
Amended
and Restated Commercial Loan and Security Agreement, dated May 30,
2007
|
|
10.4
|
Debt
Conversion Agreement, dated January 27,
2010
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| DGSE COMPANIES, INC. | |||
|
Date: May
26, 2010
|
By:
|
/s/ Dr. L.S. Smith | |
| Dr. L.S. Smith | |||
| Chief Executive Officer | |||
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