SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14-12
Dallas Gold And Silver Exchange, Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Acr Rules 14a-6(i)(4) and 0-11
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 to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state hoe it was determined):
4) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filling 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) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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DALLAS GOLD AND SILVER EXCHANGE, INC.
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held June 7, 1999
Notice is hereby given that the Annual Meeting of Shareholders of Dallas Gold
and Silver Exchange, Inc. will be held on Monday, June 7, 1999, at 6:00 P.M. at
the Company's executive offices at 2817 Forest Lane, Dallas, Texas, for the
purpose of considering and voting upon:
1. The election of Directors.
2. Transacting such other business as may properly come before the meeting.
The close of business on April 16, 1999, has been fixed as the record date for
determining the shareholders entitled to notice of and to vote at this meeting
and any adjournment thereof, and only shareholders of record on such date shall
be entitled to notice of and to vote at the meeting.
Please promptly date, sign and mail the enclosed proxy using the enclosed
address envelope which needs no postage if mailed within the United States.
By order of the Board of Directors
Dr. L.S. Smith, Ph.D
Chairman of the Board
and Secretary
Dated: April 26, 1999
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PROXY STATEMENT
----------------
DALLAS GOLD AND SILVER EXCHANGE, INC.
2817 Forest Lane
Dallas, Texas 75234
---------------
ANNUAL MEETING OF SHAREHOLDERS
This statement is furnished to shareholders in connection with the solicitation
by the Board of Directors of Dallas Gold and Silver Exchange, Inc. (the
"Company") of proxies to be voted at the Annual Meeting of Shareholders of the
Company to be held on June 7, 1999, at 6:00 P.M. at the Company's executive
offices at 2817 Forest Lane, Dallas, Texas, and any adjournment thereof. This
proxy statement and the proxies solicited hereby are first being sent or
delivered to shareholders on or about April 26, 1999. Certain employees of the
Company may solicit proxies by telephone or in person. The expense of preparing,
printing and mailing the proxies will be borne by the Company. A copy of the
Company's Annual Report on Form 10-KSB (including the financial statements)
("Form 10-KSB") is enclosed herewith.
VOTING
The proxy may be revoked by the shareholder at any time prior to its use. If it
is signed properly by the shareholder and is not revoked, it will be voted at
the meeting. If a shareholder specifies how the proxy is to be voted with
respect to the election of Directors, the proxy will be voted in the manner
specified on the enclosed proxy.
At the close of business on April 16, 1999, 4,194,912 shares of the Company's
Common Stock, par value $.01 per share, were outstanding and eligible for voting
at the meeting. Each shareholder of record is entitled to one vote for each
share held in all matters to come before the meeting. Only shareholders of
record at the close of business on April 16, 1999, are entitled to notice of and
to vote at the meeting.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table and notes thereto set forth certain information as of April
16, 1999, pertaining to securities ownership by persons known to the Company to
own 5% or more of the Company's Common Stock.
The information contained herein has been obtained from the Company's records,
from various filings made by the named individuals with the Securities and
Exchange Commission, or from information furnished directly by the individual or
entity to the Company:
Name and address Amount and nature Percent
of beneficial owner of beneficial owner(1) of class(1)
- ---------------------- ---------------------- -----------
Dr. L. S. Smith, Ph.D 1,880,149 (2) 44.8%
2817 Forest Lane
Dallas, Texas 75234
Howard P. Alan-Lee 250,000 6.0
11230 Dilling Street
North Hollywood,
California 91602
- -----------------
(1) To the best knowledge of the Company, all shares are held of record with
sole voting and investment power. All calculations are based on 4,194,912
shares outstanding as of the above referenced date.
(2) Includes 50,000 shares held in trust for the benefit of third parties.
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SECURITY OWNERSHIP OF MANAGEMENT
The following sets forth information as of April 16, 1999, with respect to the
Company's Common Stock owned beneficially by persons named therein who are
nominees for election as directors of the Company and by directors and officers
as a group.
The information contained herein has been obtained from the Company's records,
from various filings made by the named individuals with the Securities and
Exchange Commission, or from information furnished directly by the individual to
the Company:
Name and address Amount and nature Percent
of beneficial owner of beneficial owner(1) of class(1)
- ------------------------ ------------------------- -----------
Dr. L. S. Smith, Ph.D. 1,880,149 (2) 44.8%
2817 Forest Lane
Dallas, Texas 75234
W. H. Oyster 188,615 (3) 4.3%
2817 Forest Lane
Dallas, TX 75234
John Benson 110,000 (4) 2.6%
2817 Forest Lane
Dallas, TX 75234
All directors and officers 2,178,764 (5) 49.0%
as a group (3 individuals)
- ---------------------
(1) To the best knowledge of the Company, all shares are held of record with
sole voting and investment power. All calculations are based on 4,194,912
shares outstanding as of the above referenced date.
(2) See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS" preceding.
(3) Includes 150,000 shares currently exercisable under a stock option with an
exercise price of $2.21 per share.
(4) Includes 100,000 shares currently exercisable under stock options with an
average exercise price of $1.91 per share.
(5) Includes 150,000 shares and 100,000 shares currently exercisable under
stock options with exercise prices of $2.21 and $1.91, respectively.
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ELECTION OF DIRECTORS
The Company's Board of Directors at a meeting held on April 2, 1999, nominated
three persons to be elected at the Annual Meeting to serve as Directors of the
Company for a term of one year and until their respective successors shall have
been elected and shall have qualified.
It is the intention of the persons named in the proxy to vote for the election
of the persons named below. If any nominee is unable or unwilling to serve,
which the Board of Directors does not anticipate, the persons named in the proxy
will vote for another person in accordance with their judgement.
The following table and notes thereto set forth the age, principal occupation,
period of time served as a Director of the Company, business experience, and
other directorships held by each of the three nominees for election as
Directors:
Year First
Elected
Director or
Appointed
Officer of
Name Age Position Company
---- --- -------- -----------
Dr. L.S. Smith
Ph.D (1) 52 Chairman of the 1980
Board of Direc-
tors, Chief
Executive Officer
and Secretary
W.H. Oyster (2) 46 Director, Presi- 1990
dent and Chief
Operating Officer
John Benson (3) 53 Director and 1992
Chief Financial
Officer
Business Experience During Last Five Years
- ------------------------------------------
(1) Chairman of Board of Directors, and Chief Executive Officer and Secretary
of the Company since 1980.
(2) General Manager, Park Forest Jewelry and Coin Exchange 1986 to 1987;
Manager DGSE Corporation, 1988 to present, Director, President and Chief
Operating of the Company since January 1990.
(3) Senior Vice President, UTL Corporation 1970 to 1991; Chief Financial
Officer, Computer Automation Inc. 1992; Chief Financial Officer of the
Company since December 1992.
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COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The business affairs of the Company are managed by or under the direction of the
Board of Directors. During 1998, the Company's Board of Directors met four (4)
times. All members of the Board of Directors were present at each of the
meetings.
There are presently no committees of the Board of Directors.
EXECUTIVE COMPENSATION
The following information is furnished with respect to each of the most highly
compensated executive officers of the Company whose cash compensation from the
Company and its subsidiaries during the Company's last fiscal year exceeded
$100,000.
SUMMARY COMPENSATION TABLE
--------------------------
Annual Compensation Long Term
------------------- Compensation
Awards
Name Securities
and Under-
Principal lying
Position Year Salary Bonus Options
- -------------------------------------------------- -----------
Dr. L.S. Smith 1998 $175,000 $153,577 -
Chief Executive 1997 $125,000 $ 63,978 -
Officer 1996 $125,000 $ 10,366 -
W.H. Oyster 1998 $140,000 $15,548 -
President and 1997 $125,000 $50,923 -
Chief Operating 1996 $125,000 $45,103 -
Officer
John Benson 1998 $ 92,500 $29,400 -
Chief Financial 1997 $ 85,000 $19,350 -
Officer 1996 $ 85,000 $13,455 -
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AUDITORS
The Company has selected Grant Thornton to be its principal accountants for the
current fiscal year.
Their fees for the fiscal year ended December 31, 1998, were limited to the
audit of the Company and review of the Company's federal income tax return.
A representative of Grant Thornton will be present at the shareholders' meeting
and will have the opportunity to make a statement if he desires to do so.
Further, the representative of Grant Thornton will be available to respond to
appropriate questions.
SUBMISSION OF SHAREHOLDER PROPOSALS FOR THE
2000 ANNUAL SHAREHOLDERS MEETING
Any shareholder desiring to submit a proposal for action at the 2000 Annual
Meeting of Shareholders which is desired to be presented in the Company's Proxy
Statement with respect to such meeting should submit such proposal to the
Company at its principal place of business no later than December 23, 1999.
Matters pertaining to such proposals, including the number and length thereof,
eligibility of persons entitled to have such proposal included and other
respects are regulated by the Securities and Exchange Act of 1934, Rules and
Regulations of the Securities and Exchange Commission and other laws and
regulations to which interested persons should refer.
OTHER MATTERS
The Board of Directors does not know of any other matters that will be presented
at the meeting other than matters that will be presented at the meeting other
than matters incident to the conduct thereof. However, if any matters properly
come before the meeting or any adjournments, it is intended that the holders of
the proxies named in the accompanying proxy will vote thereon at their
discretion.
By Order of the Board of Directors
Dr. L. S. SMITH, Ph.D
Chairman of the Board
and Secretary
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<CAPTION>
FORM OF PROXY
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FRONT
PROXY DALLAS GOLD AND SILVER EXCHANGE, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
<S> <C> <C>
The undersigned hereby appoints Dr. L. S. Smith and John Benson as Proxies, each with the power to
appoint his substitute and hereby authorizes them to represent and to vote as designed below, all the shares
of Common Stock of Dallas Gold and Silver Exchange Inc. held of record by the undersigned on April 17, 1999,
at the Annual Meeting of Shareholders to be held June 7, 1999, or any adjournment thereof.
1. ELECTION OF DIRECTORS FOR all nominees listed below (except WITHHOLD AUTHORITY to vote for
as marked to the contrary below ____ all nominees listed ____
INSTRUCTION: To withhold authority to vote for any individual, cross out the nominee's name in the List
below.
Dr. L. S. Smith W. H. Oyster John Benson
2. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before
the meeting.
REVERSE
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
Please sign exactly as name below. When shares are held by
joint tenants, both should sign. When signing as attorney,
as executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If
a partnership, please sign in partnership name by authorized
person.
Dated: , 1999
-------------------------------
-------------------------------------------
Signature
-------------------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
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