<PAGE>
As filed with the Securities and Exchange Commission on August 1, 1996
Registration No. 333-4409
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933
PREMIER CONCEPTS, INC.
(Exact name of Registrant as specified on its Charter)
Colorado 84-1186026
- --------------------------------- ---------------------
(State or other jurisdiction IRS Employer
of incorporation or organization) Identification Number
3033 S. Parker Road, Suite 120, Denver, Colorado 80014 (303) 338-1800
-------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
Sissel Greenberg, 3033 S. Parker Rd., #120, Denver, CO 80014 (303) 338-1800
---------------------------------------------------------------------------
(Name, address, including zip code, and telephone number of
agent for service of process)
Copies to:
Clifford L. Neuman, Esq.
Neuman & Cobb
1507 Pine Street
Boulder, Colorado 80302
(303) 449-2100
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date of the Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
===============================================================================
<PAGE>
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to be To be Price Offering Registration
Registered Registered Per Share (1) Price (1) Fee
- -------------------- ----------- ------------ --------- ------------
<S> <C> <C> <C> <C>
Common Stock, $.0004
par value (2) 2,167,208 $.502) $1,083,604 $373.66
- -------------------- ----------- ------------ --------- ------------
TOTAL: $373.66
- -------------------- ----------- ------------ --------- ------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(2) Based upon the average of the bid and ask prices of the Company's Common
Stock in accordance with Rule 457(c).
</FN>
</TABLE>
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
<PAGE>
PREMIER CONCEPTS, INC.
<TABLE>
<CAPTION>
Item No. and Heading
In Form S-3
Registration Statement Location in Prospectus
---------------------- ----------------------
<S> <C> <C>
1. Forepart of the Registration Forepart of Registration
Statement and outside front Statement and outside front
cover page of Prospectus cover page of Prospectus
2. Inside front and outside back Inside front and outside back
cover pages of Prospectus cover pages of Prospectus
3. Summary Information, Risk Factors Risk Factors
and Ratio of Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price *
6. Dilution *
7. Selling Securityholders Selling Securityholders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Description of Securities
Registered
10. Interest of Named Experts and Counsel Legal Matters
11. Material Changes Recent Developments
12. Incorporation of Certain Information Incorporation of Certain
by Reference Documents by Reference
13. Disclosure of SEC Position on Indemnification
Indemnification for Securities
Act Liabilities
- ----------------------------
<FN>
* Omitted from Prospectus because Item inapplicable or answer is in the
negative.
</FN>
</TABLE>
<PAGE>
<PAGE>
PROSPECTUS
PREMIER CONCEPTS, INC.
-----------------------------------
2,167,208 Shares
$.0004 par value Common Stock
This Prospectus relates to the reoffer of 2,167,208 shares of Common
Stock, $.0004 par value ("Common Stock") of Premier Concepts, Inc., a Colorado
corporation (the "Company" or "Premier") by certain securityholders of the
Company (the "Selling Securityholders"). The Selling Securityholders may offer
all 2,167,208 shares of the Company's Common Stock covered by this Prospectus
in transactions in the over-the-counter market at prices obtainable at the time
of sale, or in privately negotiated transactions at prices determined by
negotiation. The Selling Securityholders may effect such transactions by
selling the shares to or through securities broker-dealers, and such broker-
dealers may receive compensation in the form of discounts, concessions, or
commissions from the Selling Securityholders, and/or the purchasers of the
shares for whom such broker-dealers may act as agent or to whom they sell as
principals, or both (which compensation as to a particular broker-dealer may be
in excess of customary commissions). (See "SELLING SECURITYHOLDERS" and "PLAN
OF DISTRIBUTION.") The Selling Securityholders and the brokers and dealers
through whom sales of the shares are made may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"). If any broker-dealers are used by the Selling Securityholders, any
commissions paid to broker-dealers, and, if broker-dealers purchase any
securities as principals, any profits received by such broker-dealers on the
resales of securities, may be deemed to be underwriting discounts or
commissions under the Securities Act. In addition, any profits realized by the
Selling Securityholders may be deemed to be underwriting compensation.
The Company will not receive any of the proceeds from the sale of shares
by the Selling Securityholders. (See "USE OF PROCEEDS.") The Company has
agreed to pay all the costs of registering the shares offered hereby, estimated
to be $10,000. The Selling Securityholders will, however, pay the other costs
related to the sale of their shares, including discounts, commissions and
transfer fees. (See "PLAN OF DISTRIBUTION.") The Company has agreed to
indemnify the Selling Securityholders against certain liabilities, including
liabilities under the Securities Act.
The Company's Common Stock is traded in the over-the-counter market and
quoted on the OTC Electronic Bulletin Board ("Bulletin Board") under the symbol
"PMRCA". Prior to this Offering, however, the public market for the Company's
Common Stock has been highly illiquid, and there can be no assurance that a
more viable public market will develop in the future. On July 15, 1996, the
bid and ask prices of the Company's Common Stock, as quoted on the Bulletin
Board, were $.375 and $.875, respectively.
There can be no assurance that a market for the Common Stock will continue
in the future. The Company has no arrangements with broker-dealers concerning
the maintenance of the trading market for the Common Stock.
FOR DISCUSSION OF CERTAIN MATTERS THAT SHOULD BE CONSIDERED IN EVALUATING
AN INVESTMENT IN THE COMPANY, SEE "RISK FACTORS" COMMENCING AT PAGE 9.
-----------------------------------
<PAGE>
<PAGE>
MARKET TRANSACTIONS IN THE SECURITIES OF THE COMPANY ARE SUBJECT TO THE
PENNY STOCK RULES PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION. SEE
"RISK FACTORS."
-----------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, OR ANY STATE SECURITIES COMMISSIONS NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSIONS PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
-----------------------------------
The date of this Prospectus is ___________________, 1996
<PAGE>
<PAGE>
No dealer, salesman or other person has been authorized to give any
information or to make any representation other than those contained in this
Prospectus, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy nor shall
there be any sales of the securities offered in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.
<PAGE>
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance with
the Exchange Act files periodic reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information concerning the Company can be inspected and
copied (at prescribed rates) at the Commission's Public Reference Section, Room
1024, 450 Fifth Street, N.W. Judiciary Plaza, Washington, D.C. 20549, as well
as at the following Regional Offices: Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material also may
be obtained at prescribed rates from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.
The Company has filed a Registration Statement on Form S-3 with the
Commission in Washington, D.C., in accordance with the provisions of the
Securities Act. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain portions of which have been
omitted as permitted by the rules and regulations of the Commission. For
further information pertaining to the shares of Common Stock offered hereby and
the Company, reference is made to the Registration Statement, including the
exhibits and financial statement schedules filed as a part thereof. Reference
also should be made to the Company's Annual Report on Form 10-KSB for the
fiscal year ended January 28, 1996, which are incorporated herein by reference.
Statements herein contained concerning the provisions of any document are not
necessarily complete and, in each instance, reference is made to the copy of
such document filed as an Exhibit to the Registration Statement. Each such
statement is qualified in its entirety by such reference. The Registration
Statement may be obtained from the Commission upon payment of the fees
prescribed therefor and may be examined at the principal office of the
Commission in Washington, D.C.
<PAGE>
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed with the Commission pursuant
to the Securities Exchange Act of 1934, as amended, are incorporated herein by
reference:
(a) The Registrant's Amended and Restated Annual Report on Form 10-KSB/A-
1 for the fiscal year ended January 28, 1996, SEC File No. 33-42701;
(b) The Registrant's Amended and Restated Quarterly Report on Form 10-
QSB/A-1 for the fiscal quarter ended April 28, 1996, SEC File No. 33-
42701; and
(c) All other reports filed pursuant to Section 13 or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
Registrant's Annual Report referred to in (a) above.
All documents filed by the Company with the Commission pursuant to Section
13a, 13c, 14 or 15d of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering covered by this Prospectus will be
deemed incorporated by reference into this Prospectus and to be a part hereof
from the date of filing of such documents.
Any statement contained in the above-referenced documents shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained in this Prospectus modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
Copies of any documents or portions of such documents incorporated in this
Prospectus, not including exhibits to the information that is incorporated by
reference, unless such exhibits are specifically incorporated by reference in
this Prospectus, may be obtained at no charge by a written or oral request to
Sissel Greenberg, President, Premier Concepts, Inc., 3033 S. Parker Road, Suite
120, Denver, Colorado 80014, telephone (303) 338-1800.
<PAGE>
<PAGE>
<TABLE>
TABLE OF CONTENTS
<S> <C>
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . .-4-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . . . . . . .-5-
PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-7-
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-7-
Selling Securityholder Offering . . . . . . . . . . . . . . . . . . . .-8-
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-8-
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . .-8-
Summary Financial Data . . . . . . . . . . . . . . . . . . . . . . . .-9-
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -11-
Risk Factors Related to the Business of the Company . . . . . . . . . -11-
Risk Factors Related to the Offering. . . . . . . . . . . . . . . . . -15-
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -17-
SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION. . . . . . . . . . . . . . . -18-
DESCRIPTION OF SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . . -23-
Common Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . -23-
Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . -23-
Series A Convertible Preferred Stock. . . . . . . . . . . . . . . . . -23-
Transfer Agent and Registrar. . . . . . . . . . . . . . . . . . . . . -24-
Reports to Shareholders . . . . . . . . . . . . . . . . . . . . . . . -24-
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -24-
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -24-
INFORMATION NOT REQUIRED IN PROSPECTUS . . . . . . . . . . . . . . . . . . -26-
Item 14. Other Expenses of Issuance and Distribution.. . . . . . . . -26-
Item 15. Indemnification of Directors and Officers . . . . . . . . . -26-
Item 16. Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . -32-
Item 17. Undertakings. . . . . . . . . . . . . . . . . . . . . . . . -33-
</TABLE>
<PAGE>
<PAGE>
- -------------------------------------------------------------------------------
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and consolidated financial statements, including the related notes
thereto, appearing elsewhere in this Prospectus.
The Company
-----------
Premier Concepts, Inc., a Colorado corporation ("Premier" or the
"Company"), operating under the name "Impostors," is one of the nation's
largest specialty chain retailers of faux jewelry. Specializing in the
marketing and retailing of high-end fashion and reproduction jewelry that has
the appearance, but not the cost, of fine jewelry, the Company sells products
that emulate fine jewelry and classic pieces originally designed by famous
jewelers such as Tiffany & Co.(-Registered Mark-), Cartier(-Registered Mark-),
Bulgari(-Registered Mark-) and Harry Winston. The Company's product line also
includes replicas of jewelry owned by Princess Diana, The Duchess of Windsor,
Elizabeth Taylor and other celebrities. The Company's faux jewelry is created
with layered gold, cubic zirconia and Austrian crystal to simulate the look of
fine jewelry. Also, the Company offers an extensive collection of 14 karat
gold jewelry with synthetic stones. In June 1996, the Company introduced a new
collection of genuine sterling silver featuring semi-precious and synthetic
stones. The Company's products are purchased principally from several domestic
vendors and from vendors in China, England, Hong Kong, Italy, Korea, Spain,
Taiwan and Thailand.
The 26 currently operating Impostors retail stores are designed to match
the elegant look of the Company's products and to provide customers with the
feeling of shopping in an upscale, fine jewelry environment. The Company's
stores are located in shopping malls and tourist locations. Currently, the
Company has stores in Southern California, Northern California, the states of
Arizona, Louisiana, Missouri and Washington and in the Washington, D.C. area.
In addition, the Company has entered into a lease to open a retail store in the
Park Meadows shopping mall in the Denver metropolitan area, which is scheduled
to open in September 1996. The largest and most visible store is located in
the prime retail area of San Francisco's Union Square.
The Company believes that it has an opportunity to become a leader in the
specialty retailing segment of the national and international market for faux
and reproduction jewelry and related accessory items through a combination of
internal growth and acquisitions. Its plans include expansion of retail store
locations, development of new marketing channels including multimedia and
direct mail, and the marketing of its high-end jewelry reproductions and store
concept internationally through licensing and distribution arrangements.
The Company maintains its principal executive offices at 3033 S. Parker
Road, Suite 120, Aurora, Colorado 80014, where its telephone number is (303)
338-1800.
- -------------------------------------------------------------------------------
<PAGE>
<PAGE>
- -------------------------------------------------------------------------------
<TABLE>
Selling Securityholder Offering
-------------------------------
<S> <C>
Securities Offered: 2,167,208 shares of Common Stock, $.0004 par
value
Bulletin Board Symbol: PMRCA
Offering Price: Prevailing Market Price
Common Shares Outstanding:(1)(2)(3)
Before Offering 3,744,695
After Offering 3,744,695
- -----------------------------
<FN>
(1) Does not include (i) 650,000 shares of Common Stock reserved for issuance
upon exercise of options granted under the Company's 1993 Stock Incentive
Plan, or an additional 500,000 shares of Common Stock which the Board of
Directors has approved to be added to the Plan, subject to shareholder
approval, 665,000 of which are subject to outstanding and unexercised
options of which 200,000 options are subject to future vesting,
(ii) 463,750 shares of Common Stock reserved for issuance upon exercise of
outstanding Class C Common Stock Purchase Warrants ("C Warrants"), (iii)
185,000 shares of Common Stock reserved for issuance pursuant to the
exercise of other outstanding Options and Warrants, and (iv) 300,000
shares of Common Stock reserved for issuance pursuant to the exercise of
options which may be granted under the Company's 1995 Employee Stock
Purchase Plan ("1995 ESPP").
(2) Does not include 510,205 shares of Common Stock reserved for issuance
pursuant to the conversion of 416,617 shares of Series A Convertible
Preferred Stock ("Convertible Preferred Stock") or 208,335 shares of
Common Stock reserved for issuance pursuant to the exercise of outstanding
Class B Warrants sold by the Company in a bridge offering that closed on
June 24, 1996 (the "Bridge Offering").
(3) Does not include 5,000,000 shares of Common Stock or 2,500,000 shares of
Common Stock reserved for issuance pursuant to the exercise of Class A
Warrants proposed to be offered and sold by the Company in a secondary
public offering which is the subject of a Registration Statement which has
been filed by the Company with the Commission but is not yet declared
effective.
</FN>
</TABLE>
Risk Factors
------------
The Offering involves a high degree of risk. Prospective investors should
carefully consider the factors set forth under "RISK FACTORS".
Use of Proceeds
---------------
The Company will not receive any of the proceeds from the sale of shares
offered by the Selling Securityholders.
- -------------------------------------------------------------------------------
<PAGE>
<PAGE>
- -------------------------------------------------------------------------------
Summary Financial Data
----------------------
Set forth below is selected summary financial data with respect to the
Company. Financial information for the period ended January 29, 1995 (1), for
the year ended January 28, 1996, and as of and for the three months ended April
30, 1995 and April 28, 1996, is derived from the financial statements included
elsewhere in this Prospectus and is qualified by reference to such financial
statements and the notes related thereto. In February 1995, the Company
adopted its new fiscal year to begin January 30, 1995 and end January 28, 1996;
and thereafter the fiscal year will end on the last Sunday of each January of
each successive year.
<TABLE>
<CAPTION>
Three months ended
Period ended Year ended --------------------
January 29, January 28, April 30, April 28,
1995 (1) 1996 1995 1996
Statements
of Operations Data:
Revenues . . . . . . . . . . $8,335,790 $9,069,840 $2,022,068 $1,873,553
Operating (loss) . . . . . . (886,667) (37,298) (267,788) (174,347)
Extraordinary items. . . . . 141,237 145,331 102,930 --
Net income (loss). . . . . . (1,038,726) 174,219 (92,354) (127,340)
Net income (loss)
per share . . . . . . . . (.59) (.07) (.04) (.03)
Weighted average number
of shares outstanding . . 1,773,000 2,497,000 2,170,870 3,744,695
Statistical Data:
Store revenues . . . . . . . $8,178,054 $8,957,344 $1,996,353 $1,869,982
Store gross margin . . . . . 5,509,955 6,337,334 1,324,471 1,303,222
Store operating expenses . . 4,850,747 4,906,077 1,219,555 1,143,775
Store operating profit . . . 659,237 1,431,257 104,916 159,477
Corporate overhead operating
expenses . . . . . . . . . 1,430,884 1,518,416 378,630 333,614
Gross margin percentage. . . 66.4% 70.3% 65.8% 69.6%
Comparable same store
sales (3). . . . . . . . . 7,448,884 8,186,449 1,711,476 1,758,604
Comparable same store
sales growth (3) . . . . . N/A 9.9% N/A 2.8%
Comparable same store
sales per square foot (3). 520.68 572.24 119.63 122,93
- -------------------------------------------------------------------------------
<PAGE>
<PAGE>
- -------------------------------------------------------------------------------
<CAPTION>
As of
April 28, 1996
-------------------------
Actual Pro forma (2)
<S> <C> <C>
Balance Sheet Data:
Total assets . . . . . . . . . . . $2,981,143 $3,206,143
Total liabilities . . . . . . . . . 2,006,279 2,006,279
Working capital . . . . . . . . . . 542,082 767,082
Stockholders' equity . . . . . . . 974,864 1,199,864
__________________________
<FN>
(1) Due to the Company's change in fiscal year, the Company's financial
statements are reported for the year ending December 31, 1994 ("Fiscal
1994"), a one month period ending January 29, 1995, and the year ending
January 28, 1996 ("Fiscal 1996"). The Impostors acquisition was completed
on February 24, 1994, and accordingly results of operations for the period
ended December 31, 1994 reflect only ten months of Impostors' operations.
Prior to the Impostors acquisition, which includes the period from January
1, 1994 through February 23, 1994 (approximately two months), the Company
had no significant operating activity. Therefore, for purposes of
comparison, the one-month period from January 1, 1995 through January 29,
1995 has been combined with Fiscal 1994 and therefore represents thirteen
(13) months of combined operations but only eleven (11) months of
operations of Impostors. This combined period is referred to as "the
period ended January 29, 1995."
(2) Includes $225,000 net proceeds received from the sale of 416,670 shares of
Convertible Preferred Stock (pre-split) and 208,335 (pre-split) Class B
Warrants, which closed on June 24, 1996 (the "Bridge Offering").
(3) Includes only stores open for the entire period to which it is being
compared. For the purpose of comparable same-store sales only, the period
ended January 29, 1995 includes 12 months of sales. However, the
financial statement data for the same period includes only 11 months of
Impostors' operations, as the retail chain was acquired in late February
1994.
</FN>
</TABLE>
- -------------------------------------------------------------------------------
<PAGE>
<PAGE>
RISK FACTORS
The securities offered hereby are speculative and involve a high degree of
risk. Prospective investors should carefully consider the possibility of the
loss of their entire investment in the Company's securities and, along with
each of the following factors, consider the information set forth elsewhere in
this Prospectus.
RISK FACTORS RELATED TO THE BUSINESS OF THE COMPANY
- ---------------------------------------------------
Bankruptcy of Predecessor.
-------------------------
The Impostors operations were acquired by the Company in 1994 out of a
Chapter 11 bankruptcy proceeding by American Fashion Jewels, Inc. ("AFJ"), the
prior owner of Impostors. In its eight-year operating history prior to the
1993 bankruptcy petition, AFJ had incurred substantial debts, operating losses
and unliquidated liabilities to numerous franchisees. While the Company closed
most of the unprofitable stores acquired from AFJ and believes that it has
defined and adopted an operating strategy which can lead to profitable and
successful operations, the Company has to date experienced only operating
losses from its Impostors operations and there can be no assurance that the
Company's efforts to achieve profitability will be any more successful than
those of AFJ.
Operating Leases; Risk of Long-Term Commitments.
-----------------------------------------------
The Company operates its 26 retail locations under commercial leases
which, in the aggregate, represent nearly $7 million in future fixed rental
payments. In addition, all of the Company's store leases have provisions
requiring additional payments for operating expenses, real estate taxes and
additional rent based upon a percentage of sales. There can be no assurance
that store revenues will be sufficient to cover the Company's unconditional
future rent obligations under these leases. Further, the Company's leases
expire at various dates from 1996 to 2002, and upon expiration, there can be no
assurance that the Company will be able to renegotiate lease terms that are
favorable to the Company, or, failing renegotiation, locate suitable
replacement facilities. In October 1995, the Company's Rodeo Drive lease
expired without renewal due to the landlord's desire to remodel the building.
For the 11 month period ended January 29, 1995, the Rodeo Drive store had
contributed $97,287 to the Company's operating income. In addition, the
Company's largest store in Union Square, San Francisco expires in the year
2001. During Fiscal 1996, this store contributed $245,626 to the Company's
operating income. The loss of the Union Square store or one or more of the
other established retail locations could have a material adverse effect on the
Company and its operations. Further, the Company's office lease has been
personally guaranteed by four of the members of the Company's Board of
Directors.
Additionally, the Company plans to lease and open 10 additional retail
stores over the next 12 months and an additional 20 stores over the next 24
months. While the Company has developed criteria utilized in identifying new
store sites, the Company has no way of predicting with certainty whether any
new location will support a profitable retail store. As a result, the
Company's expansion activities represent a substantial risk that the Company
will commit itself to new leases for locations which will prove to be
unprofitable.
<PAGE>
<PAGE>
Additional Capital Requirements; Possible Additional Dilution.
-------------------------------------------------------------
It is probable that the Company will require additional capital in the
future to finance its business activities. The Company's future plans include
remodeling the Company's existing stores and leasing, equipping and stocking
new retail locations during fiscal 1997 at an estimated cost of $1,500,000.
The Company also plans to heighten its merchandizing efforts through the
various home shopping networks and the development and marketing of the
Company's "fabulous faux" catalogue, having an estimated development cost of
$50,000 to $100,000. Additional capital, to the extent needed, may be obtained
through borrowings or by additional equity financing. Future equity financing
may occur through the sale of either unregistered common stock in exempt
offerings or through the Public Offering of registered equity securities
currently proposed by the Company. (See "RISK FACTORS -- Proposed Public
Offering and Stock Split.") In any case, such additional equity financing may
result in dilution to investors. There can be no assurance that any additional
capital, funding or revenues can be satisfactorily arranged.
Lack of Profitable Operating History.
------------------------------------
For the year ended December 31, 1994, the month ended January 29, 1995,
the fiscal year ended January 28, 1996, and for the quarter ended April 28,
1996, the Company reported operating losses of $683,641, $203,026, $37,298 and
$174,347, respectively. There can be no assurance that operating costs and
expenses will not continue to out-pace revenues, or that the Company will not
continue to experience losses due to increased operating costs and expenses
and/or reduced revenues.
Limited Liquidity and Capital Resources.
---------------------------------------
The operation of numerous retail locations is very capital intensive,
particularly during the holiday season. In the past, the Company has operated
on limited capital resources and has depended primarily on funds generated from
stock sales and short-term loans from its shareholders and other short-term
funding sources to make up any working capital shortfalls. Even if the Company
is able to achieve its business plan objectives, it does not anticipate having
net operating profits until at least late 1996, if at all. In the meantime,
there can be no assurance that funds necessary for operations can be generated
from stock sales and short-term loans from related parties and/or other
investors.
Risk of Leverage and Default.
----------------------------
A substantial portion of the Company's assets are encumbered by debt, the
service of which requires a substantial portion of the net cash flow generated
by the Company's operations. While the Company is current in its payment of
all secured obligations, future losses from operations may impair the Company's
ability to service its secured debt and retire it in accordance with its terms.
Should the Company default under any of its secured debt, a creditor could
foreclose against the Company's assets and effectively force the cessation of
the Company's business.
New Business and Limited Retailing Experience.
---------------------------------------------
The Company has only been engaged in the business of marketing and
retailing high-end fashion and reproduction jewelry since March, 1994. As a
result, the Company has only limited experience in the merchandizing of fashion
and reproduction jewelry, and there can be no assurance that its intended
activities will be successful or result in profitable operations. It is also
impossible to predict what effect, if any, fluctuations in the United States or
worldwide economy will have on such industry.
<PAGE>
<PAGE>
Dependence Upon Management.
--------------------------
The Company's future success depends in a large part on the continued
service of its President, Sissel B. Greenberg, and to a lesser extent its
marketing, sales and promotional personnel, as well as on its ability to
continue to attract, motivate and retain highly qualified employees. Although
the Company provides employees with the opportunity to acquire equity in the
Company pursuant to Incentive Stock Options granted under the Company's 1993
Stock Incentive Plan, its key employees may nevertheless voluntarily terminate
their employment with the Company at any time. The loss of the services of key
personnel could have a material adverse effect upon the Company's operations
and marketing efforts. While the Company has a written employment contract
with its President, Sissel B. Greenberg, which expires on June 20, 1997, there
can be no assurance of her continued service to the Company. The Company does
not have key person life insurance covering its management personnel or other
key employees.
Competition.
-----------
The Company faces significant competition from numerous organizations
throughout the country, and world-wide, which offer fashion and reproduction
jewelry, many of which possess significantly greater resources than the Company
and in many cases greater retailing expertise. Indirectly, the Company competes
against retailers of fashion jewelry on the low end and fine jewelry on the
upper end of the jewelry market. Within the faux jewelry industry, the Company
competes against department stores, some of whom have significantly greater
resources and retailing experience than the Company, as well as other
businesses which function exclusively as specialty retailers of faux jewelry.
The Company competes against these specialty retailers not only in its sources
of supply but also in locations for its retail stores. The Company may suffer
a competitive disadvantage due to its limited resources and lack of retailing
experience.
Risk of Infringement.
--------------------
A significant portion of the Company's products represent jewelry designs
or concepts copied or inspired by fine jewelry developed and sold by famous
designers. While most jewelry designs are not protected by copyright or
trademark law, on occasion a particular design may be subject to a design
copyright or trademark registration obtained by the original designer. Due to
the magnitude of the number of the Company's products, it is impracticable for
the Company to research each jewelry design that it purchases for resale to
determine whether or not there may exist a copyright or trademark registration
preventing its unauthorized copy. While the Company has developed certain
merchandizing and purchasing methodologies which minimize the risk, there can
be no assurance that from time to time the Company will not inadvertently
infringe upon the intellectual property rights of third parties. Under these
circumstances, the Company may be subject to liability to the owner of the
design copyright or trademark to disgorge the Company's profits earned from
sales of the particular product, or in the alternative, liability for statutory
damages under copyright laws.
No Proprietary Advantage.
------------------------
Neither the design nor concept of any of the Company's jewelry is subject
to protection by the Company under applicable copyright, trademark or trade
secret laws. As a result, the Company holds no proprietary advantage over
others competing in the faux jewelry markets.
<PAGE>
<PAGE>
No Firm Contracts With Suppliers or Manufacturers.
-------------------------------------------------
The Company does not have any written contracts with any of its suppliers
or manufacturers or commitments from any of its suppliers or manufacturers to
continue to sell products to the Company. As a result, there is a risk that
any of the Company's suppliers or manufacturers may discontinue selling their
products to the Company for any reason. Although the Company believes that it
could establish alternate sources for most of its products, any delay in
locating and establishing relationships with other sources could result in
product shortages and back orders for the product, with a resulting loss of
revenues to the Company.
Seasonality; Fluctuations in Capital Demands.
--------------------------------------------
The Company's business is highly seasonal with its mall locations
generating nearly 20% of their business during the Christmas holiday season.
The Company's 12 tourist locations are less sensitive to seasonal fluctuations,
however, on a store-by-store basis, they do experience fluctuations based upon
such factors as seasonal economic conditions, transportation costs and other
factors effecting tourism in their particular locations. This seasonality
results in higher demand for working capital at certain times of the year.
Also, interim operating results are not necessarily indicative of the Company's
results of operations or financial conditions on an annualized basis. The
Company cannot accurately predict the potential adverse effect of seasonality
on its business, and there can be no assurance that the Company can acquire or
develop additional retail locations in counter-seasonal locales or cultivate
innovative marketing campaigns which will balance out the potential adverse
consequences.
Licensing and Other Governmental Regulation.
-------------------------------------------
For each retail location operated by the Company, it is necessary for the
Company to apply for and obtain certificates of authority, permits and other
licenses from state and local governmental authorities permitting and/or
controlling the Company's operation of one or more retail stores in the
particular state and/or municipality. Each governmental jurisdiction has its
own regulatory requirements which can impose additional reporting requirements
and costs. While the Company has been able to obtain all necessary
certificates, permits and licenses in the past, there can be no assurance that
future changes in governmental regulation or the adoption of more stringent
requirements may not have a material adverse impact upon the Company's future
operations.
Expansion Into Foreign Markets.
------------------------------
Although the Company intends to expand into foreign markets, there can be
no assurance that the Company can open markets on a timely basis or that such
new markets will prove to be profitable. Significant regulation and legal
barriers must be overcome before marketing can begin in any foreign market.
Also, before marketing has commenced, it is difficult to assess the extent to
which the Company's products and sales techniques will be successful in any
given country. In addition to significant regulatory barriers, the Company may
also expect problems relating to entering new markets with different cultural
bases and legal systems from those encountered in the past. Moreover,
expansion of the Company's operations into new markets may entail substantial
working capital and capital requirements associated with regulatory compliance.
The Company intends to spend a portion of the proceeds of this offering for the
purpose of expansion into foreign markets.
<PAGE>
<PAGE>
Effect of Exchange Rage Fluctuations.
------------------------------------
The Company intends to expand its activities in foreign countries, both
with respect to inventory purchases and retail sales. As a result, exchange
rate fluctuations may have a significant effect on its sales, costs and gross
margins. Further, if exchange rates fluctuate dramatically, it may become
uneconomical for the Company to establish or continue purchasing or selling
activities in certain countries.
Conflicts of Interest and Related Party Transactions.
----------------------------------------------------
Two of the Company's five directors also serve on the Board of Directors
of Global Casinos, Inc., a corporation that acquired the Company's former
gaming properties in exchange for securities. In addition, one of the
Company's directors is also a director of Rockies Fund, Inc., one of the
Company's largest shareholders. The Company has entered into certain
transactions with its officers, directors and principal shareholders relating
to the issuance of securities and an office lease. There is the potential for
conflicts of interest from these transactions. The Board of Directors has
determined that any future transactions with officers, directors or principal
shareholders will be approved by the disinterested directors and will be on
terms no less favorable than could be obtained from an unaffiliated third
party.
Limitation of Directors' Liability.
----------------------------------
The Company's Articles of Incorporation provide, as permitted by Colorado
law, that its directors shall have no personal liability for certain breaches
of their fiduciary duties to the Company. This provision may reduce the
likelihood of derivative litigation against directors and may discourage
shareholders from bringing a lawsuit against directors for a breach of their
duty. In addition, the Company's Bylaws provide for mandatory indemnification
of directors and officers to the fullest extent permitted by Colorado law.
Management of Growth.
--------------------
If the Company is successful in increasing demand for the Company's
products, of which there can be no assurance, growth of the Company could
create certain additional risks. Rapid growth can be expected to place a
substantial burden on the Company's management resources and financial
controls. The Company's ability to manage its growth effectively will require
the Company to continue to implement and refine its operational, financial and
information management systems and to train, motivate and manage its employees.
The Company's ability to attract and retain qualified personnel will have a
significant affect on the Company's ability to establish and maintain its
position in the market, and failure of the Company to manage its growth
effectively could have material adverse effects on the Company's results of
operations.
RISK FACTORS RELATED TO THE OFFERING
Lack of Dividends.
-----------------
No cash dividend was paid for the fiscal year ended January 28, 1996, and
the Company does not intend to declare or pay any dividends on its outstanding
shares of Common Stock in the foreseeable future.
<PAGE>
<PAGE>
Limited Public Trading Market for the Company's Common Stock.
------------------------------------------------------------
While there currently exists in the over-the-counter market a limited and
sporadic public trading market for the Company's Common Stock, there can be no
assurance that such a market will improve in the future, even if the Company's
securities are approved for listing on NASDAQ. There can be no assurances that
an investor will be able to liquidate his investment without considerable
delay, if at all. If a more active market does develop, the price may be
highly volatile. Factors discussed herein may have a significant impact on the
market price of the shares offered. Moreover due to the relatively low price
of the Company's securities, many brokerage firms may not effect transactions
in the Company's Common Stock.
The Securities Enforcement and Penny Stock Reform Act of 1990; Risks of
Low-Priced Stocks.
-----------------------------------------------------------------------
The over-the-counter markets for securities such as the Company's Common
Stock and Warrants historically have experienced extreme price and volume
fluctuations during certain periods. These broad market fluctuations and other
factors, such as new product developments and trends in the Company's industry
and the investment markets generally, as well as economic conditions and
quarterly variations in the Company's results of operations, may adversely
affect the market price of the Company's Common Stock. The Common Stock is
subject to Rules 15g-1 through 15g-9 adopted by the Commission regulating
broker-dealer practices in connection with transactions in "penny stocks."
Those disclosure rules applicable to penny stocks require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized list disclosure document prepared by the Securities and
Exchange Commission that provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker-dealer must also
provide the customer with certain other information and must make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to
the penny stock rules. Many brokers may be unwilling to engage in transactions
in the Company's securities because of the added disclosure requirements,
thereby making it more difficult for purchasers of Common Stock to dispose of
their securities.
The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure, relating to the market for penny stocks, in connection
with trades in any stock defined as a penny stock. The Commission recently
adopted regulations that generally define a penny stock to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. Such exceptions include any equity security listed on
NASDAQ and any equity security issued by an issuer that has (i) net tangible
assets of at least $2,000,000, if such issuer has been in continuous operation
for three years, (ii) net tangible assets of at least $5,000,000, if such
issuer has been in continuous operation for less than three years, or
(iii) average annual revenue of at least $6,000,000, if such issuer has been in
continuous operation for less than three years. Unless an exception is
available, the regulations require the delivery, prior to any transaction
involving a penny stock, of a disclosure schedule explaining the penny stock
market and the risks associated therewith.
Shares Eligible for Future Sale.
-------------------------------
As of June 1, 1996, 3,744,695 shares of the Company's Common Stock, were
issued and outstanding, 3,458,790 of which are "restricted securities" and
<PAGE>
<PAGE>
under certain circumstances may, in the future, be sold in compliance with Rule
144 adopted under the Securities Act. In general, under Rule 144, subject to
the satisfaction of certain other conditions, a person, including an affiliate
of the Company, who has beneficially owned restricted shares of Common Stock
for at least two years is entitled to sell, within any three-month period, a
number of shares that does not exceed the greater of 1% of the total number of
outstanding shares of the same class, or if the Common Stock is quoted on
NASDAQ or a stock exchange, the average weekly trading volume during the four
calendar weeks immediately preceding the sale. A person who presently is not
and who has not been an affiliate of the Company for at least three months
immediately preceding the sale and who has beneficially owned the shares of
Common Stock for at least three years is entitled to sell such shares under
Rule 144 without regard to any of the volume limitations described above.
As of June 1, 1996, the Company had outstanding options and warrants
exercisable to purchase, in the aggregate, 1,313,750 shares of Common Stock at
a weighted average exercise price of $1.00 per share. In addition, the
Companyis authorized to issue an additional 485,000 options under the Company's
1993 Stock Incentive Plan ("Incentive Plan") and an additional 300,000 options
under its Employee Stock Purchase Plan ("ESPP"). The Company plans to register
for sale under the Securities Act all shares issuable upon exercise of options
granted under either the Incentive Plan or ESPP. No prediction can be made as
to the effect, if any, that sales of shares of Common Stock or the availability
of such shares for sale will have on the market prices prevailing from time to
time. Nevertheless, the possibility that substantial amounts of Common Stock
may be sold in the public market may adversely affect prevailing market prices
for the Common Stock and could impair the Company's ability to raise capital in
the future through the sale of equity securities. Actual sales or the prospect
of future sales of shares of Common Stock under Rule 144 may have a depressive
effect upon the price of the Common Stock and the market therefor.
Rights to Acquire Shares.
------------------------
As of June 1, 1996, a total of 1,313,750 shares of Common Stock have been
reserved for issuance upon exercise of outstanding options and warrants. The
exercise prices of these options and warrants range between $.375 per share and
$2.00 per share, with a weighted average exercise price of approximately $1.00
per share. During the terms of the outstanding options and warrants, the last
of which expire in 2003, the holders thereof will have the opportunity to
profit from an increase in the market price of the Company's Common Stock with
resulting dilution to the holders of the Common Stock. The existence of such
options and warrants may adversely affect the terms on which the Company can
obtain additional financing, and the holders of such options and warrants can
be expected to exercise or convert those securities at a time when the Company,
in all likelihood, would be able to obtain additional capital by offering
shares of its Common Stock on terms more favorable to the Company than those
provided by the exercise or conversion of such options or warrants.
Authorization of Preferred Stock.
--------------------------------
The Company's Articles of Incorporation, as amended, authorize the
issuance of up to 20,000,000 shares of preferred stock, $.10 par value. The
Board of Directors has been granted the authority to fix and determine the
relative rights and preferences of preferred shares, as well as the authority
to issue such shares, without further stockholder approval. As a result, the
Board of Directors could authorize the issuance of a series of preferred stock
which would grant to holders preferred rights to the assets of the Company upon
liquidation, the right to receive dividend coupons before dividends would be
declared to common stockholders, and the right to the redemption to such
shares, together with a premium, prior to the redemption of Common Stock.
<PAGE>
<PAGE>
Common stockholders have no redemption rights. In addition, the Board could
issue large blocks of voting stock to fend against unwanted tender offers or
hostile takeovers without further shareholder approval. The ability of the
Board to issue one or more series of preferred stock without further
stockholder approval could have the effect of delaying, deterring or preventing
a change in control of the Company or otherwise making it more difficult for a
person to acquire control of the Company. Further, the ability of the Board to
so issue one or more series of Preferred Stock could have a depressive effect
on the market price of the Company's Common Stock.
Authorization of Additional Shares.
----------------------------------
The Company's Articles of Incorporation, as amended, authorized the
issuance of up to 850,000,000 shares of Common Stock, of which 3,744,695 shares
are outstanding on the date of this Prospectus. The Company's Board of
Directors has the authority to issue additional shares of Common Stock and to
issue options and warrants to purchase shares of the Company's Common Stock
without shareholder approval. Future issuance of Common Stock could be at
values substantially below the offering price in the offering and therefore
could represent further substantial dilution to investors in the offering. In
addition, the Board could issue large blocks of voting stock to fend off
unwanted tender offers or hostile takeovers without further shareholder
approval. The Company has outstanding options and warrants exercisable to
purchase in the aggregate up to 1,313,750 shares of Common Stock at an average
exercise price of $1.00 per share. Exercise of the options will have a further
dilutive effect on existing shareholders and investors in the offering.
Proposed Public Offering and Reverse Stock Split.
------------------------------------------------
The Company has signed a Letter of Intent to undertake a secondary public
offering of its securities (the "Public Offering") and has filed a Registration
Statement with the Commission covering that proposed Public Offering. As
currently contemplated, the Public Offering would consist of the offering sale
by the Company through an underwriter, on a firm commitment basis, of 5,000,000
shares of Common Stock and 5,000,000 Class A Common Stock Purchase Warrants
(the "A Warrants"), two (2) A Warrants exercisable to purchase one (1)
additional share of Common Stock of the Company. In addition to its 10%
underwriting commission and 3% non-accountable expense allowance, the
representative of the Underwriters in the Public Offering will receive an
option exercisable to purchase up to 10% of the securities offered by the
Company in the Public Offering, or up to 500,000 shares of Common Stock and
500,000 A Warrants exercisable to purchase an additional 250,000 shares of
Common Stock. Further, the Board of Directors and shareholders of the Company
have previously approved, and the Company intends to consummate, a one-for-five
(1-for-5) reverse split of its securities (the "Reverse Split"), on the
effective date of the Registration Statement covering the Public Offering. As
the price to the public of the shares of Common Stock and A Warrants being
offered by the Company in the Public Offering have not been determined, it is
possible that the Public Offering, if consummated, would have a dilutive effect
on current stockholders of the Company. In addition, it is possible that
implementation of the Reverse Split could result in a general devaluation of
the market value of the Company's securities.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of shares
by the Selling Securityholders. The Selling Securityholders will pay all
commissions and other compensation to any securities broker-dealers through
whom they sell any of the shares.<PAGE>
<PAGE>
SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION
This Prospectus relates to the resale to the public of 2,167,208 shares of
Common Stock by the Selling Shareholders set forth below. The following table
sets forth certain information with respect to persons for whom the Company is
registering the Common Stock for resale to the public. The Company will not
receive any of the proceeds from the sale of the Common Stock by the Selling
Shareholders. Beneficial ownership of the Common Stock by such Selling
Shareholders after this Offering will depend on the number of shares sold by
each Selling Shareholder.
<TABLE>
<CAPTION>
Shares Beneficially Shares Shares Beneficially
Owned Prior to Offering Offered Owned After Offering
Name and Address ----------------------- ------- ----------------------------
of Beneficial Owner Number Percent(1) Number Number Percent(1)
- ------------------- ------ ---------- ------ ------ ----------
<S> <C> <C> <C> <C> <C>
Michael Donnelly 14,862 0.4 14,862 -0- -0-
1521 Blake Street
Denver, CO 80202
Jacques Clerk 14,862 0.4 14,862 -0- -0-
8616 Ruette Monte Carolo
LaJolla, CA 92037
Peggy Clerk 14,862 0.4 14,862 -0- -0-
8616 Ruette Monte Carolo
LaJolla, CA 92037
Cynthia Straatsma 14,862 0.4 14,862 -0- -0-
6630 E. Lincoln Drive
Paradise Valley, AZ 89253
Gerald Montiel 44,587 1.2 44,587 -0- -0-
6206 Avenue Cresta
LaJolla, CA 92037
Jack L. Wold, Sr. 14,862 0.4 14,862 -0- -0-
3841 West 127th Avenue
Broomfield, CO 80020
Don Baushiero 14,862 0.4 14,862 -0- -0-
6230 Seville Court
Long Beach, CA 90803<PAGE>
<PAGE>
Robert H. & Nancy J. Crenshaw 14,862 0.4 14,862 -0- -0-
161 Yale Lane
Seal Beach, CA 90740
Jed Rogovin 14,862 0.4 14,862 -0- -0-
15 Salter Drive
Montville, NY 07045
John Mincher 14,862 0.4 14,862 -0- -0-
Barbara Mincher
7545 Elkhorn Mountain
Littleton, CO 80127
Susan Stanley 14,862 0.4 14,862 -0- -0-
28032 Via del Cerro
San Juan Capistrano, CA 92675
Michael Blumenthal 54,501 1.4 54,501 -0- -0-
11000 East Yale Ave., #200
Aurora, CO 80014-1702
Clifford L. Neuman (2) 121,500 3.2% 110,000 11,500 0.2%
1507 Pine Street
Boulder, CO 80302
Kober Corporation 50,000 1.3% 50,000 -0- -0-
8400 E. Prentice Ave., #1203
Englewood, Colorado 80111
Richard Huebner 20,000 0.5% 15,000 5,000 nil
2373 S. Sedalia Circle
Aurora, Colorado 80013
Hanifen, Imhoff Inc. FBO 10,000 0.3% 10,000 -0- -0-
Susan Huebner IRA
1125 17th Street, Suite 1600
Denver, Colorado 80202
Stephen G. Calandrella 84,200 2.2% 47,500 36,700 1.0%
7210 Antelope Lane
Colorado Springs, CO 80920
Roger Flahive 25,000 0.7% 25,000 -0- -0-
900 Carolyn Street
Mendota, Illinois 61342
<PAGE>
<PAGE>
Ray Hand 225,000 6.0% 25,000 200,000 5.3%
1155 Scenic Drive
Knoxville, Tennessee 37919
Randy Black 12,500 0.3% 12,500 -0- -0-
53 Church Street
Bonne Terre, Missouri
Redwood MicroCap Fund, Inc. 354,450 9.5% 352,500 1,950 nil
P.O. Box 3465
Carefree, Arizona 85377
John C. Power 68,750 1.8% 17,500 51,250 1.4%
P.O. Box 3465
Carefree, Arizona 85377
Peter L. Hirschburg 5,000 0.1% 5,000 -0- -0-
471 North Curtis Road
Boise, Idaho 83706
Resources Trust Co. Trustee IRA 25,000 0.7% 25,000 -0- -0-
FBO Gene L. Fox
1806 Poplar
Wunfield, Kansas 67156
Donald Hamilton 12,500 0.3% 12,500 -0- -0-
17 West 728 Butterfield Rd., #307
Oakbrook Terrace, IL 60181
Stella Melillo 25,000 0.7% 25,000 -0- -0-
Building 8, #205
1900 S. Kenner Highway
Stuart, Florida 34994
Ralph F. Stonebraker 25,000 0.7% 25,000 -0- -0-
300 N. Lake Shore Dr., Apt. 16C
Chicago, Illinois 60657
Hanifen, Imhoff Inc. FBO 12,500 0.3% 12,500 -0- -0-
Roger A. Flahive, IRA
1125 17th Street, Suite 2600
Denver, Colorado 80202
Werner Lienmann 25,000 0.7% 25,000 -0- -0-
8847 Long
Lenena, Kansas 66215
<PAGE>
<PAGE>
The Rockies Fund, Inc. 446,188 11.9% 342,500 103,688 2.8%
4465 Northpark Drive
Colorado Springs, CO 80907
Randy Butchard 100,000 2.7% 100,000 -0- -0-
601 W. Hastings, Suite 100
Vancouver, British Columbia
Canada V6B 5E2
Curtis Van Carter 40,000 1.0% 40,000 -0- -0-
P.O. Box 2905
Yountville, California 94599
Vernon D. Moorer Jr. Trust, 30,000 0.8% 30,000 -0- -0-
Joan B. Moorer & Catherine Moorer
Krichten CO-TTEE U/A DTD 12/16/88
4528 East Duane Lane
Cave Creek, Arizona 85332
Banca Adamas S.A. 400,000 10.7% 400,000 -0- -0-
Via Nassa 42
6900 Lugano, Switzerland
A. Leonard Nacht 112,500 3.0% 100,000 12,500 0.3%
1510 Alamo Drive
Colorado Springs, CO 80907
Alan B. Norris 100,000 2.7% 100,000 -0- -0-
829 N. Circle Drive
Colorado Springs, CO 80909
Sissel B. Greenberg (3) 18,000 0.5% 12,000 6,000 0.2%
3033 S. Parker Road, #120
Aurora, Colorado 80014
- --------------------------------
<FN>
(1) Shares not outstanding but deemed beneficially owned by virtue of the individual's right to acquire them
as of the date of this Prospectus, or within 60 days of such date, have not been treated as outstanding
when determining the percent of the class owned by such individual.
(2) Mr. Neuman is the principal of the law firm of Neuman & Cobb which serves as legal counsel to the
Company. Shares of Common Stock being offered were issued to Mr. Neuman in consideration of legal
services to the Company.
(3) Ms. Greenberg is President and director of the Company.
</FN>
</TABLE>
<PAGE>
<PAGE>
The Selling Securityholders have advised the Company that sales of the
shares of Common Stock may be effected from time to time in transactions (which
may include block transactions) in the over-the-counter market, in negotiated
transactions, through the writing of options on the Common Stock or a
combination of such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, or at negotiated prices. The
Selling Securityholders may effect such transactions by selling the Common
Stock directly to purchasers or through broker-dealers that may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Securityholders and/or
the purchasers of shares of Common Stock for whom such broker-dealers may act
as agents or to whom they sell as principals, or both (which compensation as to
a particular broker-dealer might be in excess of customary commissions).
The Selling Securityholders and any broker-dealers that act in connection
with the sale of the shares of Common Stock as principals may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act and
any commissions received by them and any profit on the resale of the shares of
Common Stock as principals might be deemed to be underwriting discounts and
commissions under the Securities Act. The Selling Securityholders may agree to
indemnify any agent, dealer or broker-dealer that participates in transactions
involving sales of the shares of Common Stock against certain liabilities,
including liabilities arising under the Securities Act. The Company will not
receive any proceeds from the sales of shares of Common Stock by the Selling
Securityholders. Sales of the shares of Common Stock by the Selling
Shareholders, or even the potential of such sales, would likely have an adverse
effect on the market price of the Common Stock.
The shares of Common Stock are offered by the Selling Securityholders on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act. The
Company has agreed to pay all expenses incurred in connection with the
registration of the shares offered by the Selling Securityholders; provided,
however, that the Selling Securityholders shall be exclusively liable to pay
any and all commissions, discounts and other payments to broker-dealers
incurred in connection with their sale of the shares.<PAGE>
<PAGE>
DESCRIPTION OF SECURITIES
The Company is authorized to issue up to 850,000,000 shares of $.0004 par
value Common Stock and up to 20,000,000 shares of $.10 par value Preferred
Stock. As of July 15, 1996, 3,744,695 shares of Common Stock and 416,670
shares of Preferred Stock were issued and outstanding.
COMMON STOCK
- ------------
Each holder of Common Stock of the Company is entitled to one (1) vote for
each share held of record. There is no right to cumulative votes for the
election of directors. The shares of Common Stock are not entitled to pre-
emptive rights and are not subject to redemption or assessment. Each share of
Common Stock is entitled to share ratably in distributions to shareholders and
to receive ratably such dividends as may be declared by the Board of Directors
out of funds legally available therefor. Upon liquidation, dissolution or
winding up of the Company, the holders of Common Stock are entitled to receive,
pro rata, the assets of the Company which are legally available for
distribution to shareholders. The issued and outstanding shares of Common
Stock are validly issued, fully paid and non-assessable.
PREFERRED STOCK
- ---------------
The Company is authorized to issue up to 20,000,000 shares of $.10 par
value Preferred Stock. The preferred stock of the corporation can be issued in
one or more series as may be determined from time to time by the Board of
Directors without further stockholder approval. In establishing a series the
Board of Directors shall give to it a distinctive designation so as to
distinguish it from the shares of all other series and classes, shall fix the
number of shares in such series, and the preferences, rights and restrictions
thereof. All shares of any one series shall be alike in every particular. All
series shall be alike except that there may be variation as to the following:
(1) the rate of distribution, (2) the price at and the terms and conditions on
which shares shall be redeemed, (3) the amount payable upon shares for
distributions of any kind, (4) sinking fund provisions for the redemption of
shares, and (5) the terms and conditions on which shares may be converted if
the shares of any series are issued with the privilege of conversion, and (6)
voting rights except as limited by law.
Although the Company currently does not have any plans to designate a
series of Preferred Stock, there can be no assurance that the Company will not
do so in the future. As a result, the Company could authorize the issuance of
a series of preferred stock which would grant to holders preferred rights to
the assets of the Company upon liquidation, the right to receive dividend
coupons before dividends would be declared to common stockholders, and the
right to the redemption to such shares, together with a premium, prior to the
redemption of Common Stock. Common stockholders have no redemption rights. In
addition, the Board could issue large blocks of voting stock to fend against
unwanted tender offers or hostile takeovers without further shareholder
approval.
SERIES A CONVERTIBLE PREFERRED STOCK
- ------------------------------------
The Company has issued and outstanding 416,670 shares of Series A
Convertible Preferred Stock (the "Convertible Preferred Stock") which was
issued to investors in the Bridge Offering which was completed on June 24,
1996. Holders of shares of Convertible Preferred Stock are entitled to one
vote for each share on any matter to come before the shareholders of the<PAGE>
<PAGE>
Company and are entitled to a liquidation preference of $.60 per share of
Convertible Preferred Stock in the event of a liquidation of the Company. Each
outstanding share of Convertible Preferred Stock is entitled to receive
cumulative cash dividends at the annual rate of $.051 per share, payable
quarterly on the last day of January, April July and October of each year.
Each share of Convertible Preferred Stock is convertible at the option of the
holder into one share of Common Stock (the "Conversion Stock") commencing June
24, 1997. However, each share of Convertible Preferred Stock will convert
automatically into shares of Common Stock if the Conversion Shares are
registered for sale by the Company as part of a public offering of new shares
of Common Stock on or before October 31, 1996 (the "Automatic Conversion"). In
the event of an Automatic Conversion, the conversion price shall be equal to
70% of the offering price of the Common Stock to the public in the Company's
next public offering. As of the date of this Prospectus, the Company has filed
a Registration Statement with the Securities and Exchange Commission
registering for sale the shares of Conversion Stock; however, such Registration
Statement has not yet been declared effective. Upon such Automatic Conversion,
holders of outstanding shares of Convertible Preferred Stock shall have no
further rights as preferred stockholders of the Company other than the right to
receive certificates evidencing the Conversion Shares issuable upon such
conversion.
TRANSFER AGENT AND REGISTRAR
- ----------------------------
The transfer agent and registrar for the Common Stock is Corporate Stock
Transfer, Inc., Denver, Colorado.
REPORTS TO SHAREHOLDERS
- -----------------------
The Company intends to furnish annual reports to shareholders which will
include certified financial statements reported on by its certified public
accountants. In addition, the Company may issue unaudited quarterly or other
interim reports to shareholders as it deems appropriate. The Company will
comply with the periodic reporting requirements imposed by the Securities
Exchange Act of 1934.
LEGAL MATTERS
The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Neuman & Cobb, Boulder, Colorado. Clifford L.
Neuman, a partner in the firm of Neuman & Cobb, is the beneficial owner of
121,500 shares of the Company's Common Stock, and Nathan L. Stone, an associate
with the firm, is the beneficial owner of 3,500 shares of the Company's Common
Stock.
EXPERTS
The financial statements of the Company as of January 28, 1996, for the
fiscal year ended January 28, 1996, the month ended January 29, 1995 and the
year ended December 31, 1994 are included herein in reliance on the reports of
Hein + Associates LLP, independent certified public accountants, and upon the
authority of that firm as experts in auditing and accounting.
<PAGE>
<PAGE>
- -------------------------------------- ---------------------------------
No person is authorized to give any
information or to make any represen-
tation other than those contained in
this Prospectus, and if made such
information or representation must
not be relied upon as having been
given or authorized. This Prospectus
does not constitute an offer to sell PREMIER CONCEPTS, INC.
or a solicitation of an offer to buy
any securities other than the 2,167,208 Shares
Securities offered by this Prospectus
or an offer to sell or a solicitation
of an offer to buy the Securities in
any jurisdiction to any person to whom
it is unlawful to make such offer or
solicitation in such jurisdiction.
The delivery of this Prospectus shall
not, under any circumstances, create
any implication that there has been
no changes in the affairs of the
Company since the date of this
Prospectus. However, in the event
of a material change, this Prospectus
will be amended or supplemented
accordingly.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page ---------------------------------
<S> <C> PROSPECTUS
Available Information. . . . . . . .4 ---------------------------------
Prospectus Summary . . . . . . . . .7
Risk Factors . . . . . . . . . . . 11
Use of Proceeds. . . . . . . . . . 17
Selling Shareholders and Plan of
Distribution . . . . . . . . . . 18 ____________, 1996
Description of Securities. . . . . 24
Legal Matters. . . . . . . . . . . 24
Experts. . . . . . . . . . . . . . 19
- ------------------------------------- ---------------------------------
/TABLE
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses of the offering are to be borne by the Company, are
as follows:
<TABLE>
<S> <C>
SEC Filing Fee $ 374
Printing Expenses 500
Accounting Fees and Expenses 1,500
Legal Fees and Expenses 5,000
Blue Sky Fees and Expenses 500
Registrar and Transfer Agent Fee 100
Miscellaneous 2,026
Total $10,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
- ------- -----------------------------------------
The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officers of the
Registrant is insured or indemnified in any manner against any liability which
he may incur in his capacity as such, is as follows:
Sections 7-109-101 through 7-109-110 of the Colorado Corporation Code
provide as follows:
7-109-101. DEFINITIONS. As used in this article:
(1) "Corporation" includes any domestic or foreign entity that is a
predecessor of a corporation by reason of a merger or other
transaction in which the predecessor's existence ceased upon
consummation of the transaction.
(2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation,
is or was serving at the corporation's request as a director,
officer, partner, trustee, employee, fiduciary, or agent of another
domestic or foreign corporation or other person or of an employee
benefit plan. A director is considered to be serving an employee
benefit plan at the corporation's request if his or her duties to the
corporation also impose duties on, or otherwise involve services by,
the director to the plan or to participants in or beneficiaries of
the plan. "Director" includes, unless the context requires
otherwise, the estate or personal representative of a director.
(3) "Expenses" includes counsel fees.
<PAGE>
<PAGE>
(4) "Liability" means the obligation incurred with respect to a
proceeding to pay a judgment, settlement, penalty, fine, including an
excise tax assessed with respect to an employee benefit plan, or
reasonable expenses.
(5) "Official capacity" means, when used with respect to a director,
the office of director in a corporation and, when used with respect
to a person other than a director as contemplated in section 7-109-
107, the office in a corporation held by the officer or the
employment, fiduciary, or agency relationship undertaken by the
employee, fiduciary, or agent on behalf of the corporation.
"Official capacity" does not include service for any other domestic
or foreign corporation or other person or employee benefit plan.
(6) "Party" includes a person who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.
(7) "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.
7-109-102. AUTHORITY TO INDEMNIFY DIRECTORS.
(1) Except as provided in subsection (4) of this section, a
corporation may indemnify a person made a party to a proceeding
because the person is or was a director against liability incurred in
the proceeding if:
(a) The person conducted himself or herself in good faith; and
(b) The person reasonable believed:
(I) In the case of conduct in an official capacity with the
corporation, that his or her conduct was in the corporation's best
interests; and
(II) In all other cases, that his or her conduct was at least not
opposed to the corporation's best interests; and
(c) In the case of any criminal proceeding, the person had no
reasonable cause to believe his or her conduct was unlawful.
(2) A director's conduct with respect to an employee benefit plan
for a purpose the director reasonably believed to be in the interests
of the participants in or beneficiaries of the plan is conduct that
satisfies the requirement of subparagraph (II) of paragraph (b) of
subsection (1) of this section. A director's conduct with respect to
an employee benefit plan for a purpose that the director did not
reasonably believe to be in the interests of the participants in or
beneficiaries of the plan shall be deemed not to satisfy the
requirements of paragraph (a) of subsection (1) of this section.
(3) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is
not, of itself, determinative that the director did not meet the
standard of conduct described in this section.
(4) A corporation may not indemnify a director under this section:
(a) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or
<PAGE>
<PAGE>
(b) In connection with any other proceeding charging that the
director derived an improper personal benefit, whether or not
involving action in an official capacity, in which proceeding the
director was adjudged liable on the basis that he or she derived an
improper personal benefit.
(5) Indemnification permitted under this section in connection with
a proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.
7-109-103. MANDATORY INDEMNIFICATION OF DIRECTORS. Unless limited
by its articles of incorporation, a corporation shall indemnify a
person who was wholly successful, on the merits or otherwise, in the
defense of any proceeding to which the person was a party because the
person is or was a director, against reasonable expenses incurred by
him or her in connection with the proceeding.
7-109-104. ADVANCE OF EXPENSES TO DIRECTORS.
(1) A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding if:
(a) The director furnishes to the corporation a written
affirmation of the director's good faith belief that he or she has
met the standard of conduct described in section 7-109-102;
(b) The director furnishes to the corporation a written
undertaking, executed personally or on the director's behalf, to
repay the advance if it is ultimately determined that he or she did
not meet the standard of conduct; and
(c) A determination is made that the facts then known to those
making the determination would not preclude indemnification under
this article.
(2) The undertaking required by paragraph (b) of subsection (1) of
this section shall be an unlimited general obligation of the director
but need not be secured and may be accepted without reference to
financial ability to make repayment.
(3) Determinations and authorizations of payments under this section
shall be made in the manner specified in section 7-109-106.
7-109-105. COURT-ORDERED INDEMNIFICATION OF DIRECTORS.
(1) Unless otherwise provided in the articles of incorporation, a
director who is or was a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another
court of competent jurisdiction. On receipt of an application, the
court, after giving any notice the court considers necessary, may
order indemnification in the following manner:
(a) If it determines that the director is entitled to mandatory
indemnification under section 7-109-103, the court shall order
indemnification, in which case the court shall also order the
corporation to pay the director's reasonable expenses incurred to
obtain court-ordered indemnification.
<PAGE>
<PAGE>
(b) If it determines that the director is fairly and reasonable
entitled to indemnification in view of all the relevant
circumstances, whether or not the director met the standard of
conduct set forth in section 7-109-102 (1) or was adjudged liable in
the circumstances described in section 7-109-102 (4), the court may
order such indemnification as the court deems proper; except that the
indemnification with respect to any proceeding in which liability
shall have been adjudged in the circumstances described in section 7-
109-102 (4) is limited to reasonable expenses incurred in connection
with the proceeding and reasonable expenses incurred to obtain court-
ordered indemnification.
7-109-106. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION OF
DIRECTORS.
(1) A corporation may not indemnify a director under section 7-109-
102 unless authorized in the specific case after a determination has
been made that indemnification of the director is permissible in the
circumstances because the director has met the standard of conduct
set forth in section 7-109-102. A corporation shall not advance
expenses to a director under section 7-109-104 unless authorized in
the specific case after the written affirmation and undertaking
required by section 7-109-104 (1) (a) and (1) (b) are received and
the determination required by section 7-109-104 (1) (c) has been
made.
(2) The determinations required by subsection (1) of this section
shall be made:
(a) By the board of directors by a majority vote of those present
at a meeting at which a quorum is present, and only those directors
not parties to the proceeding shall be counted in satisfying the
quorum; or
(b) If a quorum cannot be obtained, by a majority vote of a
committee of the board of directors designated by the board of
directors, which committee shall consist of two or more directors not
parties to the proceeding; except that directors who are parties to
the proceeding may participate in the designation of directors for
the committee.
(3) If a quorum cannot be obtained as contemplated in paragraph (a)
of subsection (2) of this section, and a committee cannot be
established under paragraph (b) of subsection (2) of this section,
or, even if a quorum is obtained or a committee is designated, if a
majority of the directors constituting such quorum or such committee
so directs, the determination required to be made by subsection (1)
of this section shall be made:
(a) By independent legal counsel selected by a vote of the board
of directors or the committee in the manner specified in paragraph
(a) or (b) of subsection (2) of this section or, if a quorum of the
full board cannot be obtained and a committee cannot be established,
by independent legal counsel selected by a majority vote of the full
board of directors; or
(b) By the shareholders.
(4) Authorization of indemnification and advance of expenses shall
be made in the same manner as the determination that indemnification
or advance of expenses is permissible; except that, if the<PAGE>
<PAGE>
determination that indemnification or advance of expenses is permissible
is made by independent legal counsel, authorization of indemnification and
advance of expenses shall be made by the body that selected such counsel.
7-109-107. INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES, AND
AGENTS.
(1) Unless otherwise provided in the articles of incorporation:
(a) An officer is entitled to mandatory indemnification under
section 7-109-103, and is entitled to apply for court-ordered
indemnification under section 7-109-105, in each case to the same
extent as a director;
(b) A corporation may indemnify and advance expenses to an
officer, employee, fiduciary, or agent of the corporation to the same
extent as to a director; and
(c) A corporation may also indemnify and advance expenses to an
officer, employee, fiduciary, or agent who is not a director to a
greater extent, if not inconsistent with public policy, and if
provided for by its bylaws, general or specific action of its board
of directors or shareholders, or contract.
7-109-108. INSURANCE. A corporation may purchase and maintain
insurance on behalf of a person who is or was a director, officer,
employee, fiduciary, or agent of the corporation, or who, while a
director, officer, employee, fiduciary, or agent of the corporation,
is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, fiduciary, or agent of another
domestic or foreign corporation or other person or of an employee
benefit plan, against liability asserted against or incurred by the
person in that capacity or arising from his or her status as a
director, officer, employee, fiduciary, or agent, whether or not the
corporation would have power to indemnify the person against the same
liability under section 7-109-102, 7-109-103, or 7-109-107. Any such
insurance may be procured from any insurance company designated by
the board of directors, whether such insurance company is formed
under the laws of this state or any other jurisdiction of the United
States or elsewhere, including any insurance company in which the
corporation has an equity or any other interest through stock
ownership or otherwise.
7-109-109. LIMITATION OF INDEMNIFICATION OF DIRECTORS.
(1) A provision treating a corporation's indemnification of, or
advance of expenses to, directors that is contained in its articles
of incorporation or bylaws, in a resolution of its shareholders or
board of directors, or in a contract, except an insurance policy, or
otherwise, is valid only to the extent the provision is not
inconsistent with sections 7-109-101 to 7-109-108. If the article of
incorporation limit indemnification or advance of expenses,
indemnification and advance of expenses are valid only to the extent
not inconsistent with the articles of incorporation.
(2) Sections 7-109-101 to 7-109-108 do not limit a corporation's
power to pay or reimburse expenses incurred by a director in
connection with an appearance as a witness in a proceeding at a time
when he or she has not been made a named defendant or respondent in
the proceeding.
<PAGE>
<PAGE>
7-109-110. NOTICE TO SHAREHOLDER OF INDEMNIFICATION OF DIRECTOR. If
a corporation indemnifies or advances expenses to a director under
this article in connection with a proceeding by or in the right of
the corporation, the corporation shall give written notice of the
indemnification or advance to the shareholders with or before the
notice of the next shareholders' meeting. If the next shareholder
action is taken without a meeting at the instigation of the board of
directors, such notice shall be given to the shareholders at or
before the time the first shareholder signs a writing consenting to
such action.
* * *
Article XIII of the Amended and Restated Articles of Incorporation of the
Company provides, in pertinent part:
Section 1. A director of this Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except to the extent
that such exemption from liability or limitation thereof is
not permitted under the Colorado Corporation Code as the same
exists or may hereafter be amended.
Section 2. Any repeal or modification of the foregoing Section 1 by the
stockholders of the Corporation shall not adversely affect any
right or protection of a director of the Corporation existing
at the time of such repeal or modification.
Article XII of the Amended and Restated Articles of Incorporation of the
Company provides, in pertinent part:
SECTION 2. INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS.
(a) All officers and directors of the Corporation shall be
entitled to indemnification to the maximum extent permitted by
law or by public policy.
(b) Any mandate for indemnification, whether by statute or
order of Court, is to be expressly subject to the
Corporation's reasonable capability of paying.
(c) No person will be entitled to be reimbursed for
expenses incurred in connection with a Court proceeding to
obtain Court ordered indemnification unless such person first
made reasonable application to the Corporation and the
Corporation either unreasonably denied such application or
through no fault of the applicant was unable to consider such
application within a reasonable time.
(d) A director who is or was made a party to a proceeding
because he is or was an officer, employee, or agent of the
Corporation is entitled to the same rights as if he were or
had been made a party because he was a director.
(e) To the maximum extent permitted by law or by public
policy, directors of this Corporation are to have no personal
liability for monetary damages for breach of fiduciary duty as
a director.
<PAGE>
<PAGE>
ITEM 16. EXHIBITS.
- ------- --------
a. The following Exhibits are filed as part of this Registration
Statement pursuant to Item 601 of Regulation S-K:
<TABLE>
<CAPTION>
Exhibit No. Title
- ---------- -----
<S> <C> <C>
* 4.1 Specimen Certificate of Common Stock
* 4.2 Specimen Class A Warrant Certificate
* 4.3 Designations of Series A Convertible Preferred Stock
* 4.4 1992 Stock Incentive Plan
* 4.5 1995 Employee Stock Purchase Plan
* 4.6 Representative's Share Option Agreement
* 4.7 Representative's Warrant Option Agreement
5.0 Opinion of Neuman & Cobb regarding the legality of the
securities being registered
13.1 Amended and Restated Annual Report on Form 10-KSB/A-1 for the
year ended January 28, 1996 as filed with the Securities and
Exchange Commission on August 1, 1996
13.2 Amended and Restated Quarterly Report on Form 10-QSB/A-1 for the
quarter ended April 28, 1996, as filed with the Commission on
June 28, 1996
23.1 Consent of Neuman & Cobb
23.2 Consent of Hein + Associates LLP
- -------------------------------------
<FN>
* Incorporated by reference from the Registrant's Registration Statement on
Form SB-2 as filed with the Commission on July 24, 1996.
</FN>
</TABLE>
ITEM 17. UNDERTAKINGS.
- ------- ------------
The undersigned Registrant hereby undertakes:
1. To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;<PAGE>
<PAGE>
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information in the registration statement;
(iii) Include any additional or changed material information on
the plan of distribution.
2. That, for determining liability under the Securities Act, to treat
each post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
3. To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred and paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered hereby, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Pre-Effective Amendment No. to the Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of Denver,
State of Colorado on the 1st day of August, 1996.
PREMIER CONCEPTS, INC.
By: /s/ Sissel Greenberg, President
----------------------------------
Sissel Greenberg, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Pre-Effective Amendment No. 1 to Registration Statement has been signed by
the following persons in the capacities with Premier Concepts, Inc. and on the
dates indicated.
SIGNATURE POSITION DATE
- --------- -------- ----
/s/ Sissel Greenberg Chief Executive Officer 8/1/96
- ------------------------------ Director -------
Sissel Greenberg
/s/ Gerald Jacobs Director 8/1/96
- ------------------------------ -------
Gerald Jacobs
/s/ Pete Bloomquist Director 8/1/96
- ------------------------------ -------
Pete Bloomquist
- ------------------------------ Director 8/1/96
Charles M. Powell -------
- ------------------------------ Director 8/1/96
William Nandor -------
/s/ Todd Huss Chief Financial Officer 8/1/96
- ------------------------------ Prinicipal Accounting Officer -------
Todd Huss
