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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PREMIER CONCEPTS, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-1186026
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(State of Incorporation (I.R.S. Employer
or organization) Identification No.)
3033 S. Parker Road, Suite 120
Denver, Colorado 80014
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(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
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None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.002 par value
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(Title of Class)
Class A Common Stock Purchase Warrants
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Common Stock, $.002 par value
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Each holder of Common Stock of the Company is entitled to one 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.
Class A Warrant
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The Board of Directors has authorized the issuance of up to 1,333,334
Warrants. Two Warrants entitle the holder thereof to purchase one share of
Common Stock at a price to be determined by agreement between the Company and
Cohig & Associates, Inc., as Representatives of certain underwriters. The
Warrant Exercise Price is subject to adjustment upon certain events such as
stock splits, stock dividends and similar transactions. The Warrants are
subject to redemption by the Company, as described below. The exercise period
for the Warrants expires at 5:00 p.m., Denver time on the date that is three
years from the date of issuance (the "Warrant Term"), after which the Warrants
will expire automatically. The Company may at any time and from time to time
extend the Warrant Term or reduce the Warrant Exercise Price, provided written
notice of such extension or reduction is given to the registered holders of the
Warrants prior to the expiration date then in effect. The Company does not
presently contemplate any extension of the Warrant Term or reduction in the
Warrant Exercise Price.
The Warrants are issued under and pursuant to a Warrant Agreement between
the Company and Corporate Stock Transfer, Inc., of Denver, Colorado, as Warrant
Agent.
Subject to compliance with applicable securities laws, Warrants
certificates may be transferred or exchanged for new certificates of different
denominations at the offices of the Warrant Agent described below. The holders
of Warrants, as such, are not entitled to vote, to receive dividends or to
exercise any of the rights of shareholders for any purpose. The Warrants may
be transferred separately from the Common Stock with which they will be issued.
Exercise.
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The Warrants may be exercised during the Warrant Term only upon
surrender of the Warrant certificate at the offices of the Company with the
form of "Election to Purchase" on the reverse side of the Warrant certificate
completed and signed, accompanied by payment of the full Exercise Price for the
number of Warrants being exercised. Warrantholders will receive one share of
Common Stock for every two Warrants exercised, subject to any adjustment
required by the Warrant Agreement. For a holder to exercise Warrants, there
must be a current Registration Statement in effect with the Commission and
various state securities authorities registering the shares of Common Stock
underlying the Warrants or, in the sole determination of the Company and its
counsel, there must be a valid exemption therefrom. The Company has
undertaken, and intends, to maintain a current Registration Statement which
will permit the exercise of the Warrants during the Warrant Term. Maintaining
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a current effective Registration Statement could result in substantial expense
to the Company and there is no assurance that the Company will be able to
maintain a current Registration Statement covering the shares issuable upon
exercise of the Warrants. Holders of Warrants will have the right to exercise
the Warrants included therein for the purchase of shares of Common Stock only
if a Registration Statement is then in effect and only if the shares are
qualified for sale under securities laws of the state in which the exercising
warrantholder resides or if the Company, in its and its counsel's sole
discretion, is able to obtain valid exemptions from the foregoing requirements.
Although the Company believes that it will be able to register or qualify the
shares of Common Stock underlying the Warrants for sales in those states where
the Securities are offered, there can be no guarantee that such registration or
qualification, or an exemption therefrom, can be accomplished without undue
hardship or expense to the Company. The Warrants may be deprived of any value
if a Registration Statement covering the shares issuable upon exercise thereof
or an exemption therefrom cannot be filed or obtained without undue expense or
hardship or if such underlying shares are not registered or exempted from such
registration in the states in which the holder of a Warrant resides. In the
latter event, the only option available to a holder of a Warrant may be to
attempt to sell his or her Warrants into the market, if a market then exists
and only then in compliance with applicable securities laws and restrictions on
transfer.
Redemption.
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The Company shall have the right, at its discretion, to call all
of the Warrants for redemption on 45 days' prior written notice at a redemption
price of $.05 per Warrant if: (i) the closing bid price of the Company's
Common Stock exceeds the Warrant Exercise Price by a least 50% during a period
of at least 20 of the 30 trading days immediately preceding the notice of
redemption; (ii) the Company has in effect a current Registration Statement
covering the Common Stock issuable upon exercise of the Warrants; and (iii) the
expiration of the 45 day notice period is within the Warrant Term. If the
Company elects to exercise its redemption right, holders of Warrants may either
exercise their Warrants, sell such Warrants in the market or tender their
Warrants to the Company for redemption. Within five business days after the
end of the 45 day period, the Company will mail a redemption check to each
registered holder of a Warrant who holds unexercised Warrants as of the end of
the 45 day period, whether or not such holder has surrendered the Warrant
certificates for redemption. The Warrants may not be exercised after the end
of such 45 day period.
ITEM 2. EXHIBITS.
Exhibit No. Title
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1.0 Specimen stock certificate (1)
2.0 Specimen Class A Warrant Certificate (3)
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3.0 Copies of constituent instruments defining the rights of holders
of Registrant's common stock; namely Registrant's Bylaws (1)
4.0 Warrant Agreement (3)
5.0 Articles of Incorporation of Premier Concepts, Inc. (2)
6.0 Articles of Amendment to Articles of Incorporation
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(1) Incorporated by reference from the Registrant's Registration Statement on
Form S-1, SEC File No. 33-42701
(2) Incorporated by reference from the Registrant's Registration Statement on
Form S-1, SEC File No. 33-42701
(3) Incorporated by reference from the Registrant's Registration Statement on
Form SB-2 filed with the Commission on July 24, 1996
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
PREMIER CONCEPTS, INC.
Dated: 11/01/96 By: /s/ Sissel Greenberg
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Sissel Greenberg, President
ATTEST:
/s/ Todd Huss
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Todd Huss, Secretary
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EXHIBIT A
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COLORADO SECRETARY OF STATE
Corporations Office
1560 Broadway, Suite 200
Denver, Colorado 80202
(303) 866-2361
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Corporation Code, the
undersigned corporation adopts the following Articles of Amendments to its
Articles of Incorporation:
FIRST: The name of the corporation is (note 1) Silver State Casinos, Inc.
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SECOND: The following amendment to the Articles of Incorporation was
adopted on March 2, 1994, as prescribed by the Colorado Corporation Code, in
the manner marked with an X below:
----- Such amendment was adopted by the board of directors where no
shares have been issued.
X
----- Such amendment was adopted by a vote of the shareholders. The
number of shares voted for the amendment was sufficient for
approval.
See Exhibit A attached hereto and incorporated herein
by reference.
THIRD: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in
the amendment shall be effected, is as follows:
FOURTH: The manner in which such amendment effects a change in the amount
of stated capital as changed by such amendment, are as follows:
SILVER STATE CASINOS, INC. (NOTE)
By /s/ Stephen G. Calandrella
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Stephen G. Calandrella, President
and /s/ Steven R. Hinkle (NOTE)
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Steven R. Hinkle, Secretary
and (NOTE)
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, Director
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NOTES: 1. Exact corporate name of corporation adopting the Articles of
Amendments. (If this is a change of name amendment the (text
copy smudged--unreadable) name before this amendment is filed)
2. Signature and titles of officers signing for the corporation.
3. Where no shares have been issued, signature of a director.
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EXHIBIT A
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The Articles of Incorporation of the Company are hereby amended to read as
follows in the following particulars:
ARTICLE I
NAME
The name of the corporation shall be "PREMIER CONCEPTS, INC."
ARTICLE IV
CAPITAL STOCK
Section 1. The total number of shares of capital stock which the
Corporation shall have authority to issue is eight hundred seventy million
(870,000,000) shares of which eight hundred fifty million (850,000,000) shares
shall be designated common stock, having a par value of four hundredths of one
cent ($.0004) each, and of which twenty million (20,000,000) shares shall be
designated preferred stock of the Corporation, having a par value of ten cents
($.10) each. All or any part of the common stock may be issued by the
Corporation from time to time and for such consideration and on such terms as
may be determined and fixed by the Board of Directors, without action of the
stockholders, as provided by law, unless the Board of Directors deems it
advisable to obtain the advice of the stockholders. Said stock may be issued
for money, property, services or other things of value, and when issued shall
be issued as fully paid and non-assessable. The private property of stock
holders shall not be liable for Corporation debts. Subject to the preferences,
rights and restrictions which may be ascribed to the preferred stock of the
Corporation by the Board of Directors, the preferences and relative
participating optional or other special rights and qualifications, limitations
or restrictions thereof of the common stock of the Corporation are as follows:
a. Dividends. Dividends may be paid upon the common stock, as and when
declared by the Board of Directors, out of funds of the Corporation legally
available therefor.
b. Payment on Liquidation. Upon any liquidation, dissolution and
termination of the Corporation, and after payment or setting aside of any
amount sufficient to provide for payment in full of all debts and liabilities
of, and other claims against the Corporation, the assets shall be distributed
pro rata to the holders of the common stock.
c. Voting Rights. At any meeting of the stockholders of the Corporation
each holder of Common Stock shall be entitled to one vote for each share
outstanding in the name of such holder on the books of the Corporation on the
date fixed for determination of voting rights.
The stockholders, by vote or concurrence of a majority of the
outstanding shares of the Corporation entitled to vote on the subject matter,
may take any action which would otherwise require a two-thirds (2/3) vote under
the Colorado Corporation Code, as amended.
d. Cumulative Voting. Cumulative voting shall not be allowed in the
election of directors or for any other purpose.
e. Pre-Emptive Rights. Unless otherwise determined by the Board of
Directors, no stockholder of the Corporation shall have pre-emptive rights to
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subscribe for any additional shares of stock, or for other securities of any
class, or for rights, warrants or options to purchase stock for the scrip, or
for securities of any kind convertible into stock or carrying stock purchase
warrants or privileges.
f. Restrictions on Sale or Disposition. All lawful restrictions on the
sale or other disposition of shares may be placed upon all or a portion or
portions of the certificates evidencing the Corporation's shares.
Section 2. The preferred stock of the Corporation shall be issued in
one or more series as may be determined from time to time by the Board of
Directors. 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.
ARTICLE XIII
DIRECTORS' LIABILITY
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.
