<PAGE>
As filed with the Securities and Exchange Commission on May ___, 1996
Registration No. 33-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
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(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
Sissel Greenberg
3033 S. Parker Road, Suite 120, Denver, Colorado 80014 (303) 338-1800
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(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. [ ]
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<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) 357,708 $.625(2) $223,568 $77.09
- -------------------- ----------- ------------ --------- ------------
TOTAL: $100.00
- -------------------- ----------- ------------ --------- ------------
<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.
___________________________________
357,708 Shares
$.0004 par value Common Stock
This Prospectus relates to the reoffer of 357,708 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 357,708 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 May 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>
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.
--------------------------
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.
In addition, the Company's Common Stock is traded in the over-the-counter
market on the NASDAQ system, and reports, proxy statements and other
information concerning the Company can be inspected and copied at the Office of
the National Association of Securities Dealers, Inc., 1735 "K" Street, N.W.,
Washington, D.C. 20006.
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 Annual Report on Form 10-KSB for the fiscal year
ended January 28, 1996; and
(b) 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 OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . .-3-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . . . . . . .-4-
PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-6-
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-6-
Selling Securityholder Offering . . . . . . . . . . . . . . . . . . . .-8-
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-8-
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . .-8-
Financial Summary . . . . . . . . . . . . . . . . . . . . . . . . . . .-8-
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -10-
Risk Factors Related to the Business of the Company . . . . . . . . . -10-
Risk Factors Related to this Offering . . . . . . . . . . . . . . . . -12-
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -14-
SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION. . . . . . . . . . . . . . . -15-
DESCRIPTION OF SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . . -18-
Common Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . -18-
Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . -18-
Transfer Agent and Registrar. . . . . . . . . . . . . . . . . . . . . -18-
Reports to Shareholders . . . . . . . . . . . . . . . . . . . . . . . -19-
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -19-
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -19-
INFORMATION NOT REQUIRED IN PROSPECTUS . . . . . . . . . . . . . . . . . . -21-
Item 14. Other Expenses of Issuance and Distribution.. . . . . . . . -21-
Item 15. Indemnification of Directors and Officers . . . . . . . . . -21-
Item 16. Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . -27-
Item 17. Undertakings. . . . . . . . . . . . . . . . . . . . . . . . -28-
/TABLE
<PAGE>
<PAGE>
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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. Unless otherwise indicated,
all information with regard to the Capital Stock of the Company in this
Prospectus, including share and per share information, gives effect to the sale
by the Company of an aggregate of 1,170,000 shares of Common Stock for $.25 per
share in a private offering (the "Private Offering") which was completed in the
fourth quarter of 1995.
THE COMPANY
Premier Concepts, Inc., a Colorado corporation ("Premier" or the
"Company") in March, 1994, acquired substantially all of the assets, and
assumed certain liabilities used in connection with the operation of a
nationwide chain of 26 faux jewelry stores operating under the trademark
"Impostors." The transaction was undertaken pursuant to the Amended Plan of
Reorganization of American Fashion Jewel, Inc., d.b.a. "Impostors," dated
January 24, 1994 and confirmed by the United States Bankruptcy Court for the
Northern District of California on February 24, 1994. The acquisition of the
Impostors retail chain positioned the Company as one of the nation's largest
retailers of faux jewelry.
Premier Concepts, Inc., d.b.a. "Impostors," is a company specializing in
the marketing and retailing of high-end fashion and reproduction jewelry.
Through its national chain of 26 retail stores, the Company sells jewelry that
emulates classic designer pieces inspired by famous designers such as Tiffany,
Cartier and Bulgari. The Company's product line also includes replicas of
jewelry owned by Princess Diana, The Duchess of Windsor, Elizabeth Taylor and
other notorieties. The Company's faux jewelry is created with layered gold,
cubic zirconia and Austrian Crystal to simulate the look of fine jewelry. As
well, the Company offers an extensive collection of 14 karat gold jewelry with
synthetic stones. The Company's products are purchased from several domestic
vendors and from vendors in Italy, England, Taiwan, Thailand and Hong Kong.
The Impostors 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 upscale tourist locations. Currently, the Company's stores
are located in Southern California, Northern California, the States of
Washington and Arizona, the Washington, D.C. area, and in the South and
Midwest. The largest and most visible store is located in the prime retail
area of San Francisco's Union Square.
The Company's expansion plans call for opening Impostors stores in
existing and new markets. The Company has entered into a lease to open a new
store in the Park Meadows shopping mall in the Denver metropolitan area. The
store is scheduled to open in the fall of 1996. Other potential real estate
sites are currently being evaluated, although to date no decisions regarding
additional new locations have been made. The opening of a new retail location
represents an aggregate capital requirement of approximately $75,000 to
$150,000, depending on location and size, including lease expense, fixture and
equipment and initial inventory. The stores' retail customers will also be in
the initial target for a catalogue featuring the Company's "fabulous faux."
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<PAGE>
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The Company estimates spending approximately $100,000 over the next two (2)
years for the development and initial marketing of the catalogue.
The Company's plans also call for exporting its products and store concept
to the international marketplace. Although no agreements have been reached,
the Company continues to discuss potential arrangements with merchants in
Australia, New Zealand, Europe and the Middle East.
The Company has initiated efforts to market its products and concept to
the various home shopping channels. Although preliminary responses have been
very positive, the merchandise concept and any potential legal ramifications
are being reviewed and, to date, no contract or agreement has been discussed or
prepared.
The Company maintains its principal executive offices at 3033 S. Parker
Road, Suite 120, Denver, Colorado 80014, where its telephone number is (303)
338-1800.
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<PAGE>
<PAGE>
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SELLING SECURITYHOLDER OFFERING
<TABLE>
<S> <C>
Securities Offered: 357,708 shares of Common Stock, $.0004 par
value
Bulletin Board Symbol: PMRCA
Offering Price: Prevailing Market Price
Common Shares Outstanding:(1)
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").
</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.
FINANCIAL SUMMARY
Set forth below is selected two-year summary financial information with
respect to the Company. Financial information as of January 28, 1996 and for
the years ended January 28, 1996 and ended December 31, 1994 and for the month
ended January 29, 1995 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.
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<PAGE>
<PAGE>
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<TABLE>
<CAPTION>
For The For The For The
Year Ended Month Ended Year Ended
January 28, 1996 January 28, 1995 December 31, 1995
---------------- ---------------- -----------------
STATEMENTS
OF OPERATIONS DATA:
<S> <C> <C> <C>
Revenues $9,069,840 $ 543,377 $7,792,413
Operating (Loss) (37,298) (203,026) (683,641.00)
Income Tax Benefit 64,000 -- 51,000
Extraordinary Items 145,331 -- 141,237
Net Income (Loss) 174,219 (214,784) (823,942)
Net Income (Loss) Available .07 (.10) (.47)
to Common Shareholders,
per share
As Of
January 28, 1996
----------------
BALANCE SHEET DATA:
<S> <C>
Total Assets $ 3,096,794
Working Capital 683,172
Total Long-Term Obligations 759,864
Stockholders' Equity 1,102,204
__________________________
<FN>
(1) In February 1995, the Company adopted its new fiscal year to begin
January 30, 1995 and end January 26, 1996; and thereafter the fiscal year
will end on the last Sunday of each January of each successive year.
</FN>
</TABLE>
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<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
NEW BUSINESS ENTERPRISE. The Company is in the development stage and its
operations are subject to all of the risks inherent in a new business
enterprise, including the absence of a substantial operating history, shortage
of cash, under-capitalization, and the need for additional financing. As such,
problems, expenses, complications and delays are expected to be encountered in
connection with the implementation of the Company's business plan. Future
growth beyond present capacity will require significant expenditures for the
location and development of additional retail locations and the augmentation of
the Company's domestic and international marketing programs and campaigns.
These expenses must be paid either out of the proceeds of this or future
offerings or out of generated revenues and Company profits. The availability
of funds from either of these sources cannot be assured. See "MANAGEMENT'S
DISCUSSION AND ANALYSIS" and "FINANCIAL STATEMENTS."
ADDITIONAL CAPITAL REQUIREMENTS. 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. 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. It is likely that such proceeds will be below the
funding necessary for the Company to fully develop its business strategy.
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. In any case, such additional
equity financing may result in additional dilution to investors. The Company
has no arrangements for the acquisition of additional capital, and there can be
no assurance that any additional capital, funding or revenues can be
satisfactorily arranged. See "BUSINESS."
LACK OF PROFITABLE OPERATING HISTORY. For the fiscal year ended January
28, 1996, the month ended January 29, 1995 and the year ended December 31,
1994, the Company reported operating losses of $(37,298), $(203,026) and
$(683,641), 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.
NEW BUSINESS AND LIMITED RETAILING EXPERIENCE. The Company was previously
involved in the limited stakes gaming industry, and prior to that, in the<PAGE>
<PAGE>
business of buying and selling residentially-zoned building sites located in
the Colorado Springs, Colorado area. 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. The Company also faces all the risks associated with a new business,
including the need for additional personnel and working capital.
DEPENDENCE UPON MANAGEMENT. The Company's future success depends in a
large part on the continued service of its key marketing, sales, promotional
and management personnel and 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
Greenberg, there can be no assurance of her continued service to the Company.
See "MANAGEMENT." 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. The Company
may suffer a competitive disadvantage due to its limited resources and lack of
retailing experience. See "BUSINESS - Competition."
SEASONALITY. The Company's business is highly seasonal with its mall
locations generating nearly twenty percent (20%) of their business during the
Christmas holiday season. The Company's twelve (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 economic conditions,
transportation costs and other factors effecting tourism in their particular
locations. 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.
OPERATING LEASES. The Company's largest store, located in San Francisco's
Union Square, generates approximately $1.5 million in annual sales, or nearly
seventeen percent (17%) of the Company's total revenues; and the Company's top
ten (10) stores account for nearly sixty percent (60%) of the Company's total
sales. While the Company currently occupies its retail facilities under<PAGE>
<PAGE>
operating leases for terms expiring on various dates through the year 2002,
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. The loss of one or more
established retail locations, and in particular the Company's Union Square
store, would have a material adverse effect on the Company and its operations.
POTENTIAL ACQUISITIONS. Adding new retail locations is an inherent part
of the Company's strategic plan to achieve long-term growth and profitable
operation. Under the laws of the State of Colorado and the Company's By-Laws,
the Company can open one or more retail locations without first allowing
shareholders an opportunity to review and approve or disapprove the
transaction.
RISK FACTORS RELATED TO THIS 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.
See "DIVIDENDS."
LIMITED PUBLIC TRADING MARKET FOR THE COMPANY'S COMMON STOCK. While there
currently exists in the over-the-counter market a limited public trading market
for the Company's Common Stock, there can be no assurance that such a market
will continue in the future. There can be no assurances that an investor will
be able to liquidate his investment without considerable delay, if at all. If
a market does continue, 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.
Rules enacted by the SEC increase the likelihood that many brokerage firms will
not participate in the market for the Company's Common Stock. Those rules
require, as a condition to brokers effecting transactions in certain defined
securities (unless such transaction is subject to one or more exemptions), that
the broker obtain from its customer or client a written representation
concerning the customers financial situation, investment experience and
investment objectives. Compliance with these procedures tends to discourage
many brokerage firms from participating in the market for certain securities.
See "DESCRIPTION OF SECURITIES."
THE SECURITIES ENFORCEMENT AND PENNY STOCK REFORM ACT OF 1990; RISKS OF
LOW-PRICED STOCKS. 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.
Because the Company's Common Stock currently falls within the definitional
scope of a penny stock, trading in the Company's securities is covered by Rules
15g-1 through 15g-6 promulgated under the Exchange Act for non-NASDAQ and non-
exchange listed securities. Under such rules, broker-dealers who recommend<PAGE>
<PAGE>
such securities to persons other than established customers and accredited
investors must make a special written suitability determination that the penny
stock is a suitable investment for the purchaser and receive the purchaser's
written agreement to this transaction. As a result, the market liquidity for
the Company's securities could be severely affected, in that, the regulations
on penny stocks could limit the ability of broker-dealers to sell the Company's
securities and thus the ability of purchasers of the Company's securities to
sell their securities in the secondary market.
SHARES ELIGIBLE FOR FUTURE SALE. As of May 15, 1996, 3,744,695 shares of
the Company's $.0004 value Common Stock, were issued and outstanding, 3,529,234
of which are "restricted securities" and 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 (4) 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 (3) months immediately preceding
the sale and who has beneficially owned the shares of Common Stock for at least
three (3) years is entitled to sell such shares under Rule 144 without regard
to any of the volume limitations described above.
The Company also may grant options to purchase an additional 650,000
shares of Common Stock pursuant to the 1993 Stock Incentive Plan ("Incentive
Plan") and an additional 500,000 shares which the Board of Directors has
approved to be added to the Incentive Plan, subject to shareholder approval.
As of January 28, 1996, incentive stock options to purchase 665,000 shares of
Common Stock have been granted under the Plan, of which 200,000 options are
subject to future vesting.
The Company has outstanding warrants exercisable to purchase an aggregate
of 463,750 shares of Common Stock at an exercise price of $2.00 per share.
In March, 1995, the Board of Directors adopted a Formula Plan for outside
Directors pursuant to which each outside Director is entitled to receive for
each year of service as a Director, non-qualified stock options exercisable to
purchase 25,000 shares of Common Stock at an exercise price equal to the fair
market value of the Company's Common Stock on the date of grant. Pursuant to
the Formula Plan, the Company granted, retroactively, for the years ended
December 31, 1994 and 1995, to three (3) of its outside Directors 125,000 non-
qualified stock options exercisable at $.375 per share.
The Company plans to register for sale under the Securities Act all shares
issuable upon exercise of the options granted pursuant to either the Incentive
Plan or the Formula Plan, such that when the options are exercised and the
shares issued, they will be free-trading, except for certain limitations
imposed upon directors, officers and affiliates who exercise options granted
under such Plans. 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.
<PAGE>
<PAGE>
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. 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. See "DESCRIPTION OF SECURITIES."
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 $1.22 per share.
Exercise of the options will have a further dilutive effect on existing
shareholders and investors in the Offering. See "DESCRIPTION OF SECURITIES."
MARKET OVERHANG FROM OUTSTANDING OPTIONS AND WARRANTS. Immediately after
the Offering the Company will have outstanding 1,313,750 options and warrants.
To the extent that such stock options and/or Warrants are exercised, dilution
to the interests of the Company's stockholders may occur. Exercise of these
options and/or Warrants or even the potential of their exercise may have an
adverse effect on the trading price and market for the Company's Common Stock.
The holders of the options and/or Warrants are likely to exercise them at times
when the market price of the shares of Common Stock exceeds the exercise price
of the options and/or Warrants. Accordingly, the issuance of shares of Common
Stock upon exercise of the options and/or Warrants may result in dilution of
the equity represented by the then outstanding shares of Common Stock held by
other shareholders. Holders of the options and/or Warrants can be expected to
exercise them at a time when the Company would, in all likelihood, be able to
obtain any needed capital on terms which are more favorable to the Company than
the exercise terms provided by such options. See "DESCRIPTION OF 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 357,708 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 Shares
Beneficially Beneficially
Owned Prior Shares Owned
Name and Address to Offering Offered After Offering
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
Robert H. and 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
<PAGE>
<PAGE>
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 Avenue, #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
- ------------------------------
<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, are treated as outstanding when determining
the percent of the class owned by such individual and when determining the
percent owned by the group.
(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.
</FN>
</TABLE>
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 May 15, 1996, 3,744,695 shares of Common Stock and no 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.
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 357,708 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. . . . . . . .3 ---------------------------------
Prospectus Summary . . . . . . . . .6
Risk Factors . . . . . . . . . . . 10
Use of Proceeds. . . . . . . . . . 15
Selling Shareholders and Plan of
Distribution . . . . . . . . . . 16 ____________, 1996
Description of Securities. . . . . 18
Legal Matters. . . . . . . . . . . 19
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 $ 100
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 2,300
-----
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.
(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.<PAGE>
<PAGE>
(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
(b) In connection with any other proceeding charging that the
director derived an improper personal benefit, whether or not<PAGE>
<PAGE>
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.
(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<PAGE>
<PAGE>
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
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.<PAGE>
<PAGE>
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.
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<PAGE>
<PAGE>
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.
ITEM 16. EXHIBITS.
a. The following Exhibits are filed as part of this Registration
Statement pursuant to Item 601 of Regulation S-K:
<PAGE>
<PAGE>
EXHIBIT NO. TITLE
- ----------- -----
5.0 Opinion of Neuman & Cobb regarding the legality of the
securities being registered
13.0 Annual Report on Form 10-KSB for the year ended January 28, 1996
as filed with the Securities and Exchange Commission on May 13,
1996
23.1 Consent of Neuman & Cobb
23.3 Consent of Hein + Associates LLP
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;
(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
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Denver, State of Colorado on the 23rd day of
May, 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 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 5/23/96
- ------------------------------ Director -------
Sissel Greenberg
/s/ Gerald Jacobs Director 5/23/96
- ------------------------------ -------
Gerald Jacobs
/s/ Pete Bloomquist Director 5/23/96
- ------------------------------ -------
Pete Bloomquist
- ------------------------------ Director 5/23/96
Charles M. Powell -------
- ------------------------------ Director 5/23/96
William Nandor -------
/s/ Todd Huss Chief Financial Officer 5/23/96
- ------------------------------ Prinicipal Accounting Officer -------
Todd Huss
May 22, 1996
Premier Concepts, Inc.
3033 S. Parker Road, Suite 120
Aurora, Colorado 80014
Re: S.E.C. Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Premier Concepts, Inc. (the "Company") in
connection with a Registration Statement to be filed with the United Stated
Securities and Exchange Commission, Washington, D.C., pursuant to the
Securities Act of 1933, as amended, covering the registration of an aggregate
of 357,708 shares of the Company's $0.0004 par value common stock (the "Common
Stock") for resale by certain Selling Securityholders. In connection with such
representation of the Company, we have examined such corporate records, and
have made such inquiry of government officials and Company officials and have
made such examination of the law as we deemed appropriate in connection with
delivering this opinion.
Based upon the foregoing, we are of the opinion as follows:
1. The Company has been duly incorporated and organized under the laws
of the State of Colorado and is validly existing as a corporation in good
standing under the laws of that state.
2. The Company's authorized capital consists of eight hundred fifty
million (850,000,000) shares of Common Stock having a par value of $0.0004 each
and twenty thousand (20,000,000) shares of Preferred Stock having a par value
of $.10 each.
3. The 357,708 shares of Common Stock being registered for resale and
offered by the Selling Securityholders are lawfully and validly issued, fully
paid and non-assessable shares of the Company's Common Stock.
Sincerely,
/s/ Clifford L. Neuman
Clifford L. Neuman
CLN:at
May 22, 1996
Premier Concepts, Inc.
3033 S. Parker Road, Suite 120
Aurora, Colorado 80014
Re: S.E.C. Registration Statement on Form S-3
Ladies and Gentlemen:
We hereby consent to the inclusion of our opinion regarding the legality
of the securities being registered by the Registration Statement to be filed
with the United Stated Securities and Exchange Commission, Washington, D.C.,
pursuant to the Securities Act of 1933, as amended, by Premier Concepts, Inc.,
a Colorado corporation, (the "Company") in connection with the offering by
certain Selling Securityholders described therein of up to 357,708 shares of
its Common Stock, $.0004 par value, as proposed and more fully described in
such Registration Statement.
We further consent to the reference in such Registration Statement to our
having given such opinions.
Sincerely,
/s/ Clifford L. Neuman
Clifford L. Neuman
CLN:at
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference of our report dated
April 5, 1996 accompanying the financial statements of Premier
Concepts, Inc. to Form S-3 Registration Statement of Premier
Concepts, Inc. and to the use of our name and the statements with
respect to us, as appearing under the heading "Experts" in the
Registration Statement.
/s/ Hein & Associates LLP
Hein + Associates LLP
Denver, Colorado
May 21, 1996
