As filed with the Securities and Exchange Commission on September 17, 1996
Registration No. 333-4409
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933
PREMIER CONCEPTS, INC.
--------------------------
(Exact name of Registrant as specified on its Charter)
Colorado 84-1186026
- --------------------------------- -----------------
(State or other jurisdiction IRS Employer
of incorporation or organization) Identification Number
3033 S. Parker Road, Suite 120, Denver, Colorado 80014 (303) 338-1800
-------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
Sissel Greenberg, 3033 S. Parker Rd, #120, Denver, CO 80014 (303) 338-1800
-------------------------------------------------------------------------
(Name, address, including zip code, and telephone number of
agent for service of process)
Copies to:
Clifford L. Neuman, Esq.
Neuman & Cobb
1507 Pine Street
Boulder, Colorado 80302
(303) 449-2100
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date of the Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
==========================================================================
<PAGE>
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share<F1> Price<F1> Fee
- ------------------ ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C>
Common Stock,
$.0004 par
value<F2> 2,367,208 $.50 <F2> $1,183,603 $408.14
- ----------- -------------------------- ------------ -------
TOTAL: $408.14
<FN>
<FN1> Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
<FN2> Based upon the average of the bid and ask prices of the Company's
Common Stock in accordance with Rule 457(c).
</FN>
</TABLE>
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
<PAGE>
PREMIER CONCEPTS, INC.
<TABLE>
<CAPTION>
Item No. and Heading
In Form S-3
Registration Statement Location in Prospectus
---------------------- ----------------------
<S> <C> <C>
1. Forepart of the Registration Forepart of Registration
Statement and outside front Statement and outside front
cover page of Prospectus cover page of Prospectus
2. Inside front and outside back Inside front and outside back
cover pages of Prospectus cover pages of Prospectus
3. Summary Information, Risk Factors Risk Factors
and Ratio of Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price *
6. Dilution *
7. Selling Securityholders Selling Securityholders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Description of Securities
Registered
10. Interest of Named Experts and Counsel Legal Matters
11. Material Changes Recent Developments
12. Incorporation of Certain Information Incorporation of Certain
by Reference Documents by Reference
13. Disclosure of SEC Position on Indemnification
Indemnification for Securities
Act Liabilities
- ----------------------------
<FN>
* Omitted from Prospectus because Item inapplicable or answer is in the
negative.
</FN>
</TABLE>
<PAGE>
<PAGE>
PROSPECTUS
PREMIER CONCEPTS, INC.
---------------------------------------------
2,367,208 Shares
$.0004 par value Common Stock
This Prospectus relates to the reoffer of 2,367,208 shares of Common
Stock, $.0004 par value ("Common Stock") of Premier Concepts, Inc., a Colorado
corporation (the "Company" or "Premier") by certain securityholders of the
Company (the "Selling Securityholders"). The Selling Securityholders may offer
all 2,367,208 shares of the Company's Common Stock covered by this Prospectus
in transactions in the over-the-counter market at prices obtainable at the time
of sale, or in privately negotiated transactions at prices determined by
negotiation. The Selling Securityholders may effect such transactions by
selling the shares to or through securities broker-dealers, and such broker-
dealers may receive compensation in the form of discounts, concessions, or
commissions from the Selling Securityholders, and/or the purchasers of the
shares for whom such broker-dealers may act as agent or to whom they sell as
principals, or both (which compensation as to a particular broker-dealer may be
in excess of customary commissions). (See "SELLING SECURITYHOLDERS" and "PLAN
OF DISTRIBUTION.") The Selling Securityholders and the brokers and dealers
through whom sales of the shares are made may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"). If any broker-dealers are used by the Selling Securityholders, any
commissions paid to broker-dealers, and, if broker-dealers purchase any
securities as principals, any profits received by such broker-dealers on the
resales of securities, may be deemed to be underwriting discounts or
commissions under the Securities Act. In addition, any profits realized by the
Selling Securityholders may be deemed to be underwriting compensation.
The Company will not receive any of the proceeds from the sale of shares
by the Selling Securityholders. (See "USE OF PROCEEDS.") The Company has
agreed to pay all the costs of registering the shares offered hereby, estimated
to be $10,000. The Selling Securityholders will, however, pay the other costs
related to the sale of their shares, including discounts, commissions and
transfer fees. (See "PLAN OF DISTRIBUTION.") The Company has agreed to
indemnify the Selling Securityholders against certain liabilities, including
liabilities under the Securities Act.
The Company's Common Stock is traded in the over-the-counter market and
quoted on the OTC Electronic Bulletin Board ("Bulletin Board") under the symbol
"PMRCA". Prior to this Offering, however, the public market for the Company's
Common Stock has been highly illiquid, and there can be no assurance that a
more viable public market will develop in the future. On August 16, 1996, the
bid and ask prices of the Company's Common Stock, as quoted on the Bulletin
Board, were $.625 and $.8125, 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.
-------------------------
MARKET TRANSACTIONS IN THE SECURITIES OF THE COMPANY ARE SUBJECT TO THE
PENNY STOCK RULES PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION. SEE
"RISK FACTORS."
-------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, OR ANY STATE SECURITIES COMMISSIONS NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSIONS PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
-------------------------
The date of this Prospectus is _______________, 1996
<PAGE>
No dealer, salesman or other person has been authorized to give any
information or to make any representation other than those contained in this
Prospectus, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy nor shall
there be any sales of the securities offered in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.
<PAGE>
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance with
the Exchange Act files periodic reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information concerning the Company can be inspected and
copied (at prescribed rates) at the Commission's Public Reference Section, Room
1024, 450 Fifth Street, N.W. Judiciary Plaza, Washington, D.C. 20549, as well
as at the following Regional Offices: Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material also may
be obtained at prescribed rates from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.
The Company has filed a Registration Statement on Form S-3 with the
Commission in Washington, D.C., in accordance with the provisions of the
Securities Act. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain portions of which have been
omitted as permitted by the rules and regulations of the Commission. For
further information pertaining to the shares of Common Stock offered hereby and
the Company, reference is made to the Registration Statement, including the
exhibits and financial statement schedules filed as a part thereof. Reference
also should be made to the Company's Annual Report on Form 10-KSB for the
fiscal year ended January 28, 1996, and Quarterly Reports on Form 10-QSB/A for
the quarters ended April 28, 1996 and July 28, 1996, which are incorporated
herein by reference. Statements herein contained concerning the provisions of
any document are not necessarily complete and, in each instance, reference is
made to the copy of such document filed as an Exhibit to the Registration
Statement. Each such statement is qualified in its entirety by such reference.
The Registration Statement may be obtained from the Commission upon payment of
the fees prescribed therefor and may be examined at the principal office of the
Commission in Washington, D.C.
<PAGE>
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed with the Commission pursuant
to the Securities Exchange Act of 1934, as amended, are incorporated herein by
reference:
(a) The Registrant's Amended and Restated Annual Report on Form 10-KSB/A-
2 for the fiscal year ended January 28, 1996, File No. 0-21119, as
filed with the Commission on September 4, 1996;
(b) The Registrant's Amended and Restated Quarterly Report on Form 10-
QSB/A-2 for the fiscal quarter ended April 28, 1996, File No. 0-
21119, as filed with the Commission on September 3, 1996;
(c) The Registrant's Quarterly Report on Form 10-QSB/A-2 for the fiscal
quarter ended July 28, 1996, File No. 0-21119, as filed with the
Commission on September 16, 1996; and
(d) 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
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . . . . . . . 5
PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Selling Securityholder Offering . . . . . . . . . . . . . . . . . . . . 8
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Summary Financial Data. . . . . . . . . . . . . . . . . . . . . . . . . 9
RECENT DEVELOPMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Risk Factors Related to the Business of the Company . . . . . . . . . 12
Risk Factors Related to the Offering. . . . . . . . . . . . . . . . . 16
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION. . . . . . . . . . . . . . . 20
DESCRIPTION OF SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . . 25
Common Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Series A Convertible Preferred Stock. . . . . . . . . . . . . . . . . 25
Transfer Agent and Registrar. . . . . . . . . . . . . . . . . . . . . 26
Reports to Shareholders . . . . . . . . . . . . . . . . . . . . . . . 26
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
INFORMATION NOT REQUIRED IN PROSPECTUS . . . . . . . . . . . . . . . . . . 28
Item 14. Other Expenses of Issuance and Distribution.. . . . . . . . 28
Item 15. Indemnification of Directors and Officers . . . . . . . . . 28
Item 16. Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . 34
Item 17. Undertakings. . . . . . . . . . . . . . . . . . . . . . . . 35
<PAGE>
<PAGE>
(INFORMATION IN THIS SECTION BORDERED BY BOX)
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS, INCLUDING THE RELATED NOTES THERETO,
APPEARING ELSEWHERE IN THIS PROSPECTUS.
THE COMPANY
Premier Concepts, Inc., a Colorado corporation ("Premier" or the
"Company") was organized on July 15, 1988 under the laws of the State of
Colorado. Operating under the name "Impostors," the Company believes it is one
of the nation's largest specialty chain retailers of faux jewelry.
Specializing in the marketing and retailing of high-end fashion and
reproduction jewelry that has the appearance, but not the cost, of fine
jewelry, the Company sells products that emulate fine jewelry and classic
pieces originally designed by famous jewelers such as Tiffany & Co. (registered
trademark) Cartier (registered trademark), Bulgari (registered trademark) and
Harry Winston. The Company's product line also includes replicas of jewelry
owned by Princess Diana, The Duchess of Windsor, Elizabeth Taylor and other
celebrities. The Company's faux jewelry is created with layered gold, cubic
zirconia and Austrian crystal to simulate the look of fine jewelry. Also, the
Company offers an extensive collection of 14 karat gold jewelry with synthetic
stones. In June 1996, the Company introduced a new collection of genuine
sterling silver featuring semi-precious and synthetic stones. The Company's
products are purchased principally from several domestic vendors and from
vendors in China, England, Hong Kong, Italy, Korea, Spain, Taiwan and Thailand.
The 27 currently operating Impostors retail stores are designed to match
the elegant look of the Company's products and to provide customers with the
feeling of shopping in an upscale, fine jewelry environment. The Company's
stores are located in shopping malls and tourist locations. Currently, the
Company has stores in Southern California, Northern California, the states of
Arizona, Colorado, Louisiana, Missouri and Washington and in the Washington,
D.C. area. On August 30, 1996, the Company opened its 27th store in the Park
Meadows shopping mall in the Denver metropolitan area. In addition, the
Company has entered into a lease for a new retail store at the Rio Hotel and
Casino in Las Vegas, Nevada. The store will be part of the Rio's new casino
and retail development which is expected to open in February 1997. The largest
and most visible store is located in the prime retail area of San Francisco's
Union Square.
The Company believes that it has an opportunity to become a leader in the
specialty retailing segment of the national and international market for faux
and reproduction jewelry and related accessory items through a combination of
internal growth and acquisitions. Its plans include expansion of retail store
locations, development of new marketing channels including multimedia and
direct mail, and the marketing of its high-end jewelry reproductions and store
concept internationally through licensing and distribution arrangements.
The Company maintains its principal executive offices at 3033 S. Parker
Road, Suite 120, Aurora, Colorado 80014, where its telephone number is (303)
338-1800.<PAGE>
<PAGE>
<TABLE>
SELLING SECURITYHOLDER OFFERING
<S> <C>
Securities Offered: 2,167,208 shares of Common Stock, $.0004 par
value
Bulletin Board Symbol: PMRCA
Offering Price: Prevailing Market Price
Common Shares Outstanding:(1)(2)(3)
Before Offering 3,744,695
After Offering 3,744,695
- -----------------------------------
(1) Does not include (i) 1,150,000 shares of Common Stock reserved for
issuance upon exercise of options granted under the Company's 1993 Stock
Incentive Plan, 665,000 of which are subject to outstanding and
unexercised options of which 200,000 options are subject to future
vesting, (ii) 463,750 shares of Common Stock reserved for issuance upon
exercise of outstanding Class C Common Stock Purchase Warrants
("C Warrants"), (iii) 185,000 shares of Common Stock reserved for issuance
pursuant to the exercise of other outstanding Options and Warrants, and
(iv) 300,000 shares of Common Stock reserved for issuance pursuant to the
exercise of options which may be granted under the Company's 1995 Employee
Stock Purchase Plan ("1995 ESPP").
(2) Does not include 510,205 shares of Common Stock reserved for issuance
pursuant to the conversion of 416,617 shares of Series A Convertible
Preferred Stock ("Convertible Preferred Stock") or 208,335 shares of
Common Stock reserved for issuance pursuant to the exercise of outstanding
Class B Warrants sold by the Company in a bridge offering that closed on
June 24, 1996 (the "Bridge Offering").
(3) Does not include 5,000,000 shares of Common Stock or 2,500,000 shares of
Common Stock reserved for issuance pursuant to the exercise of Class A
Warrants proposed to be offered and sold by the Company in a secondary
public offering which is the subject of a Registration Statement which has
been filed by the Company with the Commission but is not yet declared
effective.
</TABLE>
RISK FACTORS
The Offering involves a high degree of risk. Prospective investors should
carefully consider the factors set forth under "RISK FACTORS".
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of shares
offered by the Selling Securityholders.
<PAGE>
<PAGE>
SUMMARY FINANCIAL DATA
Set forth below is selected summary financial data with respect to the
Company. Financial information for the period ended January 29, 1995, for the
year ended January 28, 1996, and as of and for the six months ended July 30,
1995 and July 28, 1996, is derived from the financial statements included
elsewhere in this Prospectus and is qualified by reference to such financial
statements and the notes related thereto. In February 1995, the Company
adopted its new fiscal year to begin January 30, 1995 and end January 28, 1996;
and thereafter the fiscal year will end on the last Sunday of each January of
each successive year.
<TABLE>
<CAPTION>
Six months ended
Period ended Year ended -------------------------
January 29, January 28, July 30, July 28,
1995 <F1> 1996 1995 1996
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
STATEMENTS
OF OPERATIONS DATA:
Revenue. . . . . . . . . .$8,335,790 $9,069,840 $4,139,329 $3,957,452
Operating (loss) . . . . . (886,667) (37,298) (330,668) (213,332)
Income from discontinued
operations . . . . . . . 141,237 270,441 90,390 16,177
Net income (loss). . . . .(1,038,726) 114,219 (306,631) (196,064)
Net income (loss)
available to common
shareholders . . . . . .(1,038,726) 114,219 (306,631) 199,064
Net income (loss) per
common share . . . . . . . (.59) .05 (.14) (.05)
Weighted average number of
common shares
outstanding. . . . . . . 1,773,159 2,479,000 2,175,160 3,744,695
/TABLE
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Six months ended
Period ended Year ended -------------------------
January 29, January 28, July 30, July 28,
1995 <F1> 1996 1995 1996
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
STATEMENTS
OF OPERATIONS DATA:
Store revenues . . . . . .$8,178,054 $8,957,344 $4,096,758 $3,949,134
Store gross margin . . . . 5,509,955 6,337,334 2,802,975 2,775,731
Store operating expenses . 4,850,747 4,906,077 2,395,543 2,313,303
Store operating profit . . 659,237 1,431,257 407,432 462,428
Corporate overhead
operating expenses . . . 1,430,884 1,518,416 746,518 677,816
Gross margin percentage. . 66.4% 70.3% 68.4% 70.3%
Comparable same store
sales<2> . . . . . . . . 7,448,884 8,186,449 3,644,764 3,731,821
Comparable same store
sales growth<2>. . . . . N/A 9.9% N/A 2.4%
Comparable same store
sales per square
foot<2>. . . . . . . . . 520.68 572.24 254.77 260.86
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
As of
July 28,
-----------------------
Actual
------
<S> <C>
BALANCE SHEET DATA:
Total assets . . . . . . . . . . . . $3,277,922
Total liabilities . . . . . . . . . . 2,206,782
Working capital . . . . . . . . . . . 543,626
Stockholders' equity . . . . . . . . 1,071,140
__________________________
<FN>
<F1> Due to the Company's change in fiscal year, the Company's financial
statements are reported for the year ending December 31, 1994 ("Fiscal
1994"), a one month period ending January 29, 1995, and the year ending
January 28, 1996 ("Fiscal 1996"). The Impostors acquisition was completed
on February 24, 1994, and accordingly results of operations for the period
ended December 31, 1994 reflect only ten months of Impostors' operations.
Prior to the Impostors acquisition, which includes the period from January
1, 1994 through February 23, 1994 (approximately two months), the Company
had no significant operating activity. Therefore, for purposes of
comparison, the one-month period from January 1, 1995 trough January 29,
1995 has been combined with Fiscal 1994 and therefore represents thirteen
(13) months of combined operations but only eleven (11) months of
operations of Impostors. This combined period is referred to as "the
period ended January 29, 1995."
<F2> Includes only stores open for the entire period to which it is being
compared. For the purpose of comparable same-store sales only, the period
ended January 29, 1995 includes 12 months of sales. However, the
financial statement data for the same period includes only 11 months of
Impostors' operations, as the retail chain was acquired in late February
1994.
</FN>
</TABLE>
(END OF SECTION BORDERED BY BOX)
<PAGE>
<PAGE>
RECENT DEVELOPMENTS
BRIDGE OFFERING
On June 24, 1995, the Company completed a bridge offering in which it sold
to three accredited investors an aggregate of 208,335 Units, each Unit
consisting of two (2) shares of Series A Convertible Preferred Stock
("Convertible Preferred Stock"), and one Class B Warrant at a price of $1.20
per Unit. See "DESCRIPTION OF SECURITIES -- SERIES A CONVERTIBLE PREFERRED
STOCK"; "DESCRIPTION OF SECURITIES -- CLASS B WARRANTS." After deducting
placement fees of $25,000 payable to Cohig & Associates, Inc., as placement
agent, the Company realized net proceeds in the offering of $225,000, which
were utilized to complete three store remodeling projects and to pay for the
expenses associated with opening its new store located in the Park Meadow
shopping mall in the Denver metropolitan area.
PROPOSED PUBLIC OFFERING
The Company has signed a Letter of Intent to undertake a secondary public
offering of its securities (the "Public Offering") and has filed a Registration
Statement with the Commission covering that proposed Public Offering. As
currently contemplated, the Public Offering would consist of the offering for
sale by the Company through an underwriter, on a firm commitment basis, of
5,000,000 shares of Common Stock and 5,000,000 Class A Warrants ("A Warrants"),
two (2) A Warrants exercisable to purchase one (1) additional share of Common
Stock of the Company.
In connection with the proposed Public Offering, pursuant to the prior
approval of the Company's Board of Directors and shareholders, the Company
intends to consummate a one-for-five (1-for-5) reverse split of its securities
on the effective date of the Registration Statement covering the Public
Offering.
As of the date of this Prospectus, the price to the public of the shares
of Common Stock and A Warrants proposed to be offered by the Company in the
Public Offering have not been determined.
<PAGE>
<PAGE>
RISK FACTORS
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF
RISK. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE POSSIBILITY OF THE
LOSS OF THEIR ENTIRE INVESTMENT IN THE COMPANY'S SECURITIES AND, ALONG WITH
EACH OF THE FOLLOWING FACTORS, CONSIDER THE INFORMATION SET FORTH ELSEWHERE IN
THIS PROSPECTUS.
RISK FACTORS RELATED TO THE BUSINESS OF THE COMPANY
BANKRUPTCY OF PREDECESSOR. The Impostors operations were acquired by the
Company in 1994 out of a Chapter 11 bankruptcy proceeding by American Fashion
Jewels, Inc. ("AFJ"), the prior owner of Impostors. In its eight-year
operating history prior to the 1993 bankruptcy petition, AFJ had incurred
substantial debts, operating losses and unliquidated liabilities to numerous
franchisees. While the Company closed most of the unprofitable stores acquired
from AFJ and believes that it has defined and adopted an operating strategy
which can lead to profitable and successful operations, the Company has to date
experienced only operating losses from its Impostors operations and there can
be no assurance that the Company's efforts to achieve profitability will be any
more successful than those of AFJ.
OPERATING LEASES; RISK OF LONG-TERM COMMITMENTS. The Company operates its
27 retail locations under commercial leases which, in the aggregate, represent
nearly $7 million in future fixed rental payments. In addition, all of the
Company's store leases have provisions requiring additional payments for
operating expenses, real estate taxes and additional rent based upon a
percentage of sales. There can be no assurance that store revenues will be
sufficient to cover the Company's unconditional future rent obligations under
these leases. Further, the Company's leases expire at various dates from 1996
to 2002, and upon expiration, there can be no assurance that the Company will
be able to renegotiate lease terms that are favorable to the Company, or,
failing renegotiation, locate suitable replacement facilities. In October
1995, the Company's Rodeo Drive lease expired without renewal due to the
landlord's desire to remodel the building. For the 11 month period ended
January 29, 1995, the Rodeo Drive store had contributed $97,287 to the
Company's operating income. In addition, the Company's largest store in Union
Square, San Francisco expires in the year 2001. During Fiscal 1996, this store
contributed $245,626 to the Company's total net store contribution and was one
of the five stores that contributed, in the aggregate, 52% of the total net
store contribution (store revenues less direct store expenses). The loss of
the Union Square store or one or more of the other established retail locations
could have a material adverse effect on the Company and its operations.
Further, the Company's office lease has been personally guaranteed by four of
the members of the Company's Board of Directors.
Additionally, the Company plans to lease and open 10 additional retail
stores over the next 12 months and an additional 20 stores over the next 24
months. While the Company has developed criteria utilized in identifying new
store sites, the Company has no way of predicting with certainty whether any
new location will support a profitable retail store. As a result, the
Company's expansion activities represent a substantial risk that the Company
will commit itself to new leases for locations which will prove to be
unprofitable.
ADDITIONAL CAPITAL REQUIREMENTS; POSSIBLE ADDITIONAL DILUTION. It is
probable that the Company will require additional capital in the future to
finance its business activities. The Company's future plans include remodeling
the Company's existing stores and leasing, equipping and stocking new retail
locations during fiscal 1997 at an estimated cost of $1,500,000. The Company
also plans to heighten its merchandizing efforts through the various home
shopping networks and the development and marketing of the Company's "fabulous
faux" catalogue, having an estimated development cost of $50,000 to $100,000.
Additional capital, to the extent needed, may be obtained through borrowings or
by additional equity financing. Future equity financing may occur through the
sale of either unregistered common stock in exempt offerings or through the
Public Offering of registered equity securities currently proposed by the
Company. (See "RISK FACTORS -- PROPOSED PUBLIC OFFERING AND STOCK SPLIT.") In
any case, such additional equity financing may result in dilution to investors.
There can be no assurance that any additional capital, funding or revenues can
be satisfactorily arranged.
MANAGEMENT'S LACK OF VOTING INFLUENCE. The Company's President, Sissel B.
Greenberg, owns only 2,300 shares of Common Stock, which represents less than
1% of the total issued and outstanding shares. All of the Company's officers
and directors as a group own only 12,286 shares, or 1.4% of the total
outstanding shares of Common Stock. Even giving effect to the exercise of
outstanding options, the Company's officers and directors as a group will
exercise voting control over only 10% of the Company's outstanding shares of
Common Stock following completion of this offering. As a result of this lack
of voting influence as shareholders, there can be no assurance that the
Company's officers and directors will be able to implement the plans and
strategies described in this Prospectus. Further, it is possible that
shareholders with greater voting influence could initiate actions which could
be adverse to those plans or hostile to current management. See "Security
Ownership of Management and Principal Shareholders."
LACK OF PROFITABLE OPERATING HISTORY. For the year ended December 31,
1994, the one month ended January 29, 1995, the fiscal year ended January 28,
1996, and for the six months ended July 28, 1996, the Company reported
operating losses of $683,641, $203,026, $37,298 and $213,332, respectively.
There can be no assurance that operating costs and expenses will not continue
to out-pace revenues, or that the Company will not continue to experience
losses due to increased operating costs and expenses and/or reduced revenues.
LIMITED LIQUIDITY AND CAPITAL RESOURCES. The operation of numerous retail
locations is very capital intensive, particularly during the holiday season.
In the past, the Company has operated on limited capital resources and has
depended primarily on funds generated from stock sales and short-term loans
from its shareholders and other short-term funding sources to make up any
working capital shortfalls. Even if the Company is able to achieve its
business plan objectives, it does not anticipate having net operating profits
until at least late 1996, if at all. In the meantime, there can be no
assurance that funds necessary for operations can be generated from stock sales
and short-term loans from related parties and/or other investors.
RISK OF LEVERAGE AND DEFAULT. A substantial portion of the Company's
assets are encumbered by debt, the service of which requires a substantial
portion of the net cash flow generated by the Company's operations. While the
Company is current in its payment of all secured obligations, future losses
from operations may impair the Company's ability to service its secured debt
and retire it in accordance with its terms. Should the Company default under
any of its secured debt, a creditor could foreclose against the Company's
assets and effectively force the cessation of the Company's business. Further,
the Company's leveraged position impairs its ability to obtain additional
financing to fund working capital requirements, capital expenditures or other
purposes, renders the Company more vulnerable to extended economic downturn,
restricts the Company's ability to make acquisitions or otherwise exploit
business opportunities, and limits the Company's flexibility to respond to
changing economic conditions.
NEW BUSINESS AND LIMITED RETAILING EXPERIENCE. The Company has only been
engaged in the business of marketing and retailing high-end fashion and
reproduction jewelry since March, 1994. As a result, the Company has only
limited experience in the merchandizing of fashion and reproduction jewelry,
and there can be no assurance that its intended activities will be successful
or result in profitable operations.
It is also impossible to predict what effect, if any, fluctuations in the
United States or worldwide economy will have on such industry.
DEPENDENCE UPON MANAGEMENT. The Company's future success depends in a
large part on the continued service of its President, Sissel B. Greenberg, and
to a lesser extent its marketing, sales and promotional personnel, as well as
on its ability to continue to attract, motivate and retain highly qualified
employees. Although the Company provides employees with the opportunity to
acquire equity in the Company pursuant to Incentive Stock Options granted under
the Company's 1993 Stock Incentive Plan, its key employees may nevertheless
voluntarily terminate their employment with the Company at any time. The loss
of the services of key personnel could have a material adverse effect upon the
Company's operations and marketing efforts. While the Company has a written
employment contract with its President, Sissel B. Greenberg, which expires on
June 20, 1997, there can be no assurance of her continued service to the
Company. The Company does not have key person life insurance covering its
management personnel or other key employees.
COMPETITION. The Company faces significant competition from numerous
organizations throughout the country, and world-wide, which offer fashion and
reproduction jewelry, many of which possess significantly greater resources
than the Company and in many cases greater retailing expertise. Indirectly, the
Company competes against retailers of fashion jewelry on the low end and fine
jewelry on the upper end of the jewelry market. Within the faux jewelry
industry, the Company competes against department stores, some of whom have
significantly greater resources and retailing experience than the Company, as
well as other businesses which function exclusively as specialty retailers of
faux jewelry. The Company competes against these specialty retailers not only
in its sources of supply but also in locations for its retail stores. The
Company may suffer a competitive disadvantage due to its limited resources and
lack of retailing experience.
RISK OF INFRINGEMENT. A significant portion of the Company's products
represent jewelry designs or concepts copied or inspired by fine jewelry
developed and sold by famous designers. While most jewelry designs are not
protected by copyright or trademark law, on occasion a particular design may be
subject to a design copyright or trademark registration obtained by the
original designer. Due to the magnitude of the number of the Company's
products, it is impracticable for the Company to research each jewelry design
that it purchases for resale to determine whether or not there may exist a
copyright or trademark registration preventing its unauthorized copy. While
the Company has developed certain merchandizing and purchasing methodologies
which minimize the risk, there can be no assurance that from time to time the
Company will not inadvertently infringe upon the intellectual property rights
of third parties. Under these circumstances, the Company may be subject to
liability to the owner of the design copyright or trademark to disgorge the
Company's profits earned from sales of the particular product, or in the
alternative, liability for statutory damages under copyright laws.
NO PROPRIETARY ADVANTAGE. Neither the design nor concept of any of the
Company's jewelry is subject to protection by the Company under applicable
copyright, trademark or trade secret laws. As a result, the Company holds no
proprietary advantage over others competing in the faux jewelry markets.
NO FIRM CONTRACTS FROM SUPPLIERS OR MANUFACTURERS. The Company does not
have any written contracts with any of its suppliers or manufacturers or
commitments from any of its suppliers or manufacturers to continue to sell
products to the Company. As a result, there is a risk that any of the
Company's suppliers or manufacturers may discontinue selling their products to
the Company for any reason. Although the Company believes that it could
establish alternate sources for most of its products, any delay in locating and
establishing relationships with other sources could result in product shortages
and back orders for the product, with a resulting loss of revenues to the
Company. See "Business - Suppliers and Vendors."
COMMITMENT TO SUPPLIER. In connection with the Company's purchase of the
Impostors retail chain out of bankruptcy, the Company agreed to purchase a
minimum of $500,000 of merchandise annually from a certain vendor through 1997
or until the Company's predecessor's liability to that vendor (totalling
$66,634 at July 28, 1996) has been paid in full. Payment for this merchandise
is made at 110% of cost, with the additional 10% applied against the
outstanding balance of the vendor's claim. While in the past this vendor has
supplied the Company with competitive merchandise of good price and quality,
there can be no assurance that the Company's commitment to this vendor will not
interfere with its ability to purchase more competitive or desirable products
from other vendors.
SEASONALITY; FLUCTUATIONS IN CAPITAL DEMANDS. The Company's business is
highly seasonal with its mall locations generating nearly 20% of their business
during the Christmas holiday season. The Company's 12 tourist locations are
less sensitive to seasonal fluctuations, however, on a store-by-store basis,
they do experience fluctuations based upon such factors as seasonal economic
conditions, transportation costs and other factors effecting tourism in their
particular locations. This seasonality results in higher demand for working
capital at certain times of the year. Also, interim operating results are not
necessarily indicative of the Company's results of operations or financial
conditions on an annualized basis. The Company cannot accurately predict the
potential adverse effect of seasonality on its business, and there can be no
assurance that the Company can acquire or develop additional retail locations
in counter-seasonal locales or cultivate innovative marketing campaigns which
will balance out the potential adverse consequences.
LICENSING AND OTHER GOVERNMENTAL REGULATION. For each retail location
operated by the Company, it is necessary for the Company to apply for and
obtain certificates of authority, permits and other licenses from state and
local governmental authorities permitting and/or controlling the Company's
operation of one or more retail stores in the particular state and/or
municipality. Each governmental jurisdiction has its own regulatory
requirements which can impose additional reporting requirements and costs.
While the Company has been able to obtain all necessary certificates, permits
and licenses in the past, there can be no assurance that future changes in
governmental regulation or the adoption of more stringent requirements may not
have a material adverse impact upon the Company's future operations.
EXPANSION INTO FOREIGN MARKETS. Although the Company intends to expand
into foreign markets, there can be no assurance that the Company can open
markets on a timely basis or that such new markets will prove to be profitable.
Significant regulation and legal barriers must be overcome before marketing can
begin in any foreign market. Also, before marketing has commenced, it is
difficult to assess the extent to which the Company's products and sales
techniques will be successful in any given country. In addition to significant
regulatory barriers, the Company may also expect problems relating to entering
new markets with different cultural bases and legal systems from those
encountered in the past. Moreover, expansion of the Company's operations into
new markets may entail substantial working capital and capital requirements
associated with regulatory compliance. The Company intends to spend a portion
of the proceeds of this offering for the purpose of expansion into foreign
markets.
EFFECT OF EXCHANGE RATE FLUCTUATIONS. The Company intends to expand its
activities in foreign countries, both with respect to inventory purchases and
retail sales. As a result, exchange rate fluctuations may have a significant
effect on its sales, costs and gross margins. Further, if exchange rates
fluctuate dramatically, it may become uneconomical for the Company to establish
or continue purchasing or selling activities in certain countries.
CONFLICTS OF INTEREST AND RELATED PARTY TRANSACTIONS Two of the Company's
five directors also serve on the Board of Directors of Global Casinos, Inc., a
corporation that acquired the Company's former gaming properties in exchange
for securities. The Company has entered into certain transactions with its
officers, directors and principal shareholders relating to the issuance of
securities and an office lease. There is the potential for conflicts of
interest from these transactions. The Board of Directors has determined that
any future transactions with officers, directors or principal shareholders will
be approved by the disinterested directors and will be on terms no less
favorable than could be obtained from an unaffiliated third party.
LIMITATION OF DIRECTORS' LIABILITY. The Company's Articles of
Incorporation provide, as permitted by Colorado law, that its directors shall
have no personal liability for certain breaches of their fiduciary duties to
the Company. This provision may reduce the likelihood of derivative litigation
against directors and may discourage shareholders from bringing a lawsuit
against directors for a breach of their duty. In addition, the Company's
Bylaws provide for mandatory indemnification of directors and officers to the
fullest extent permitted by Colorado law.
MANAGEMENT OF GROWTH. If the Company is successful in increasing demand
for the Company's products, of which there can be no assurance, growth of the
Company could create certain additional risks. Rapid growth can be expected to
place a substantial burden on the Company's management resources and financial
controls. The Company's ability to manage its growth effectively will require
the Company to continue to implement and refine its operational, financial and
information management systems and to train, motivate and manage its employees.
The Company's ability to attract and retain qualified personnel will have a
significant affect on the Company's ability to establish and maintain its
position in the market, and failure of the Company to manage its growth
effectively could have material adverse effects on the Company's results of
operations.
RISK FACTORS RELATED TO THE OFFERING
LACK OF DIVIDENDS. No cash dividend was paid for the fiscal years ended
January 28, 1996 and December 31, 1994, and the Company does not intend to
declare or pay any dividends on its outstanding shares of Common Stock in the
foreseeable future. However, in May 1994, the Company distributed to its
shareholders of record, PRO RATA, 2,409,700 shares of the common stock of
Global Casinos, Inc., previously acquired by the Company in consideration of
its interests in certain gaming properties located in Central City, Colorado.
LIMITED PUBLIC TRACING MARKET FOR THE COMPANY'S COMMON STOCK. While there
currently exists in the over-the-counter market a limited and sporadic public
trading market for the Company's Common Stock, there can be no assurance that
such a market will improve in the future, even if the Company's securities are
approved for listing on NASDAQ. There can be no assurances that an investor
will be able to liquidate his investment without considerable delay, if at all.
If a more active market does develop, the price may be highly volatile.
Factors discussed herein may have a significant impact on the market price of
the shares offered. Moreover due to the relatively low price of the Company's
securities, many brokerage firms may not effect transactions in the Company's
Common Stock.
RISKS OF PRICE AND VOLUME FLUCTUATIONS. The over-the-counter markets for
securities such as the Company's Common Stock and Warrants historically have
experienced extreme price and volume fluctuations during certain periods.
These broad market fluctuations and other factors, such as new product
developments and trends in the Company's industry and the investment markets
generally, as well as economic conditions and quarterly variations in the
Company's results of operations, may adversely affect the market price of the
Company's Common Stock.
THE SECURITIES ENFORCEMENT AND PENNY STOCK REFORM ACT OF 1990. 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.
The Common Stock is subject to Rules 15g-1 through 15g-9 adopted by the
Commission regulating broker-dealer practices in connection with transactions
in "penny stocks." Those disclosure rules applicable to penny stocks require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt
from the rules, to deliver a standardized list disclosure document prepared by
the Securities and Exchange Commission. That disclosure document advises an
investor that investments in penny stocks can be very risky and that the
investor's salesperson or broker is not an impartial advisor but rather paid to
sell the shares. It contains an explanation and disclosure of the bid and
offer prices of the security, any retail charges added by the dealer to those
prices ("markup" or "markdown"), and the amount of compensation or profit to be
paid to or received by the salesperson in connection with the transaction. The
disclosure contains further admonitions for the investor to exercise caution in
connection with an investment in penny stocks, to independently investigate the
security as well as the salesperson with whom the investor is working, and to
understand the risky nature of an investment in the security. Further, the
disclosure includes information regarding the market for penny stocks,
explanations regarding the influence that marketmakers may have upon the market
for penny stocks and the risk that one or two dealers may exercise domination
over the market for such security and therefore control and set prices for the
security not based upon competitive forces. The broker-dealer must also
provide the customer with certain other information and must make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction.
Further, the rules require that following the proposed transaction the broker
provide the customer with monthly account statements containing market
information about the prices of the securities. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for a stock that becomes subject to the penny stock rules. Many brokers
may be unwilling to engage in transactions in the Company's securities because
of the added disclosure requirements, thereby making it more difficult for
purchasers of Common Stock to dispose of their securities.
SHARES ELIGIBLE FOR FUTURE SALE. As of August 1, 1996, 3,744,695 shares
of the Company's Common Stock, were issued and outstanding, 3,458,790 of which
are "restricted securities" and under certain circumstances may, in the future,
be sold in compliance with Rule 144 adopted under the Securities Act. In
general, under Rule 144, subject to the satisfaction of certain other
conditions, a person, including an affiliate of the Company, who has
beneficially owned restricted shares of Common Stock for at least two years is
entitled to sell, within any three-month period, a number of shares that does
not exceed the greater of 1% of the total number of outstanding shares of the
same class, or if the Common Stock is quoted on NASDAQ or a stock exchange, the
average weekly trading volume during the four calendar weeks immediately
preceding the sale. A person who presently is not and who has not been an
affiliate of the Company for at least three months immediately preceding the
sale and who has beneficially owned the shares of Common Stock for at least
three years is entitled to sell such shares under Rule 144 without regard to
any of the volume limitations described above.
The Company has outstanding options and warrants exercisable to purchase,
in the aggregate, 1,313,750 shares of Common Stock at a weighted average
exercise price of $1.00 per share. In addition, the Company is authorized to
issue an additional 485,000 options under the Company's 1993 Stock Incentive
Plan ("Incentive Plan") and an additional 300,000 options under its Employee
Stock Purchase Plan ("ESPP"). The Company plans to register for sale under the
Securities Act all shares issuable upon exercise of options granted under
either the Incentive Plan or ESPP. No prediction can be made as to the effect,
if any, that sales of shares of Common Stock or the availability of such shares
for sale will have on the market prices prevailing from time to time.
Nevertheless, the possibility that substantial amounts of Common Stock may be
sold in the public market may adversely affect prevailing market prices for the
Common Stock and could impair the Company's ability to raise capital in the
future through the sale of equity securities. Actual sales or the prospect of
future sales of shares of Common Stock under Rule 144 may have a depressive
effect upon the price of the Common Stock and the market therefor.
RIGHTS TO ACQUIRE SHARES. A total of 1,313,750 shares of Common Stock
have been reserved for issuance upon exercise of outstanding options and
warrants, all but 200,000 of which are currently exercisable. In addition,
there are outstanding Class B Warrants sold in the Bridge Offering exercisable
to purchase an additional 208,335 shares of Common Stock. The exercise prices
of these options and warrants range between $.375 per share and $2.00 per
share, with a weighted average exercise price of approximately $1.00 per share.
During the terms of the outstanding options and warrants, the last of which
expire in 2003, the holders thereof will have the opportunity to profit from an
increase in the market price of the Company's Common Stock with resulting
dilution to the holders of the Common Stock. The existence of such options and
warrants may adversely affect the terms on which the Company can obtain
additional financing, and the holders of such options and warrants can be
expected to exercise or convert those securities at a time when the Company, in
all likelihood, would be able to obtain additional capital by offering shares
of its Common Stock on terms more favorable to the Company than those provided
by the exercise or conversion of such options or warrants.
AUTHORIZATION OF PREFERRED STOCK. The Company's Articles of
Incorporation, as amended, authorize the issuance of up to 20,000,000 shares of
preferred stock, $.10 par value. The Board of Directors has been granted the
authority to fix and determine the relative rights and preferences of preferred
shares, as well as the authority to issue such shares, without further
stockholder approval. As a result, the Board of Directors could authorize the
issuance of a series of preferred stock which would grant to holders preferred
rights to the assets of the Company upon liquidation, the right to receive
dividend coupons before dividends would be declared to common stockholders, and
the right to the redemption to such shares, together with a premium, prior to
the redemption of Common Stock. Common stockholders have no redemption rights.
In addition, the Board could issue large blocks of voting stock to fend against
unwanted tender offers or hostile takeovers without further shareholder
approval. The ability of the Board to issue one or more series of preferred
stock without further stockholder approval could have the effect of delaying,
deterring or preventing a change in control of the Company or otherwise making
it more difficult for a person to acquire control of the Company. Further, the
ability of the Board to so issue one or more series of Preferred Stock could
have a depressive effect on the market price of the Company's Common Stock.
AUTHORIZATION OF ADDITIONAL SHARES. The Company's Articles of
Incorporation, as amended, authorized the issuance of up to 850,000,000 shares
of Common Stock, of which 3,744,695 shares are outstanding on the date of this
Prospectus. The Company's Board of Directors has the authority to issue
additional shares of Common Stock and to issue options and warrants to purchase
shares of the Company's Common Stock without shareholder approval. Future
issuance of Common Stock could be at values substantially below the offering
price in the offering and therefore could represent further substantial
dilution to investors in the offering. In addition, the Board could issue
large blocks of voting stock to fend off unwanted tender offers or hostile
takeovers without further shareholder approval. The Company has outstanding
options and warrants exercisable to purchase in the aggregate up to 1,313,750
shares of Common Stock at an average exercise price of $1.00 per share.
Exercise of the options will have a further dilutive effect on existing
shareholders and investors in the offering.
PROPOSED PUBLIC OFFERING AND REVERSE STOCK SPLIT. The Company has signed
a Letter of Intent to undertake a secondary public offering of its securities
(the "Public Offering") and has filed a Registration Statement with the
Commission covering that proposed Public Offering. As currently contemplated,
the Public Offering would consist of the offering for sale by the Company
through an underwriter, on a firm commitment basis, of 5,000,000 shares of
Common Stock and 5,000,000 Class A Common Stock Purchase Warrants (the "A
Warrants"), two (2) A Warrants exercisable to purchase one (1) additional share
of Common Stock of the Company. In addition to its 10% underwriting commission
and 3% non-accountable expense allowance, the representative of the
Underwriters in the Public Offering will receive an option exercisable to
purchase up to 10% of the securities offered by the Company in the Public
Offering, or up to 500,000 shares of Common Stock and 500,000 A Warrants
exercisable to purchase an additional 250,000 shares of Common Stock. Further,
the Board of Directors and shareholders of the Company have previously
approved, and the Company intends to consummate, a one-for-five (1-for-5)
reverse split of its securities (the "Reverse Split"), on the effective date of
the Registration Statement covering the Public Offering. As the price to the
public of the shares of Common Stock and A Warrants being offered by the
Company in the Public Offering have not been determined, it is likely that the
Public Offering, if consummated, would have a dilutive effect on current
stockholders of the Company. In addition, it is possible that implementation
of the Reverse Split could result in a general devaluation of the market value
of the Company's securities.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of shares
by the Selling Securityholders. The Selling Securityholders will pay all
commissions and other compensation to any securities broker-dealers through
whom they sell any of the shares.
<PAGE>
<PAGE>
SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION
This Prospectus relates to the resale to the public of 2,367,208 shares
of Common Stock by the Selling Shareholders set forth below. The following
table sets forth certain information with respect to persons for whom the
Company is registering the Common Stock for resale to the public. The Company
will not receive any of the proceeds from the sale of the Common Stock by the
Selling Shareholders. Beneficial ownership of the Common Stock by such
Selling Shareholders after this Offering will depend on the number of shares
sold by each Selling Shareholder.
<TABLE>
<CAPTION>
Shares Beneficially Shares Shares Beneficially
Owned Prior to Offering Offered Owned After Offering
Name and Address ----------------------- ------- -------------------
of Beneficial Owner Number Percent<F1> Number Number Percent<F1>
- ------------------- ------ ---------- ------ ------------------
<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 Carlo
LaJolla, CA 92037
Peggy Clerk 14,862 0.4 14,862 -0- -0-
8616 Ruette Monte Carlo
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
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<F2> 121,500 3.2% 110,000 11,500 0.2%
1507 Pine Street
Boulder, CO 80302
Kober Corporation 50,000 1.3% 50,000 -0- -0-
8400 E. Prentice Avenue, #1203
Englewood, Colorado 80111
Richard Huebner 20,000 0.5% 15,000 5,000 nil
2373 S. Sedalia Circle
Aurora, Colorado 80013
Hanifen, Imhoff Inc. FBO 10,000 0.3% 10,000 -0- -0-
Susan Huebner IRA
1125 17th Street, Suite 1600
Denver, Colorado 80202
Stephen G. Calandrella<F3> 84,200 2.2% 47,500 36,700 1.0%
7210 Antelope Lane
Colorado Springs, Colorado 80920
Roger Flahive 25,000 0.7% 25,000 -0- -0-
900 Carolyn Street
Mendota, Illinois 61342
Ray Hand 225,000 6.0% 25,000 200,000 5.3%
1155 Scenic Drive
Knoxville, Tennessee 37919
Randy Black 12,500 0.3% 12,500 -0- -0-
53 Church Street
Bonne Terre, Missouri
Redwood MicroCap Fund, Inc. 354,450 9.5% 352,500 1,950 nil
P.O. Box 3465
Carefree, Arizona 85377
John C. Power 68,750 1.8% 17,500 51,250 1.4%
P.O. Box 3465
Carefree, Arizona 85377
Peter L. Hirschburg 5,000 0.1% 5,000 -0- -0-
471 North Curtis Road
Boise, Idaho 83706
Resources Trust Co. Trustee IRA 25,000 0.7% 25,000 -0- -0-
FBO Gene L. Fox
1806 Poplar
Wunfield, Kansas 67156
Donald Hamilton 12,500 0.3% 12,500 -0- -0-
17 West 728 Butterfield Rd., #307
Oakbrook Terrace, Illinois 60181
Stella Melillo 25,000 0.7% 25,000 -0- -0-
Building 8, #205
1900 S. Kenner Highway
Stuart, Florida 34994
Ralph F. Stonebraker 25,000 0.7% 25,000 -0- -0-
300 N. Lake Shore Drive, Apt. 16C
Chicago, Illinois 60657
Hanifen, Imhoff Inc. FBO 12,500 0.3% 12,500 -0- -0-
Roger A. Flahive, IRA
1125 17th Street, Suite 2600
Denver, Colorado 80202
Werner Lienmann 25,000 0.7% 25,000 -0- -0-
8847 Long
Lenena, Kansas 66215
The Rockies Fund, Inc. 446,188 11.9% 342,500 103,688 2.8%
4465 Northpark Drive
Colorado Springs, Colorado 80907
Randy Butchard 100,000 2.7% 100,000 -0- -0-
601 W. Hastings, Suite 100
Vancouver, British Columbia
Canada V6B 5E2
Curtis Van Carter 40,000 1.0% 40,000 -0- -0-
P.O. Box 2905
Yountville, California 94599
Vernon D. Moorer Jr. Trust, 30,000 0.8% 30,000 -0- -0-
Joan B. Moorer & Catherine Moorer
Krichten CO-TTEE U/A DTD 12/16/88
4528 East Duane Lane
Cave Creek, Arizona 85332
Banca Adamas S.A. 400,000 10.7% 400,000 -0- -0-
Via Nassa 42
6900 Lugano, Switzerland
A. Leonard Nacht 112,500 3.0% 100,000 12,500 0.3%
1510 Alamo Drive
Colorado Springs, CO 80907
Alan B. Norris 100,000 2.7% 100,000 -0- -0-
829 N. Circle Drive
Colorado Springs, CO 80909
Sissel B. Greenberg<F4> 18,000 0.5% 12,000 6,000 0.2%
3033 S. Parker Road, #120
Aurora, Colorado 80014
- ---------------------------------------
<FN>
<F1> Shares not outstanding but deemed beneficially owned by virtue of the individual's right to acquire
them as of the date of this Prospectus, or within 60 days of such date, have not been treated as
outstanding when determining the percent of the class owned by such individual.
<F2> 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.
<F3> Mr. Calandrella was formerly President and a director of the Company.
<F4> Ms. Greenberg is currently President and director of the Company.
</FN>
</TABLE>
<PAGE>
The Selling Securityholders have advised the Company that sales of the
shares of Common Stock may be effected from time to time in transactions (which
may include block transactions) in the over-the-counter market, in negotiated
transactions, through the writing of options on the Common Stock or a
combination of such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, or at negotiated prices. The
Selling Securityholders may effect such transactions by selling the Common
Stock directly to purchasers or through broker-dealers that may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Securityholders and/or
the purchasers of shares of Common Stock for whom such broker-dealers may act
as agents or to whom they sell as principals, or both (which compensation as to
a particular broker-dealer might be in excess of customary commissions).
The Selling Securityholders and any broker-dealers that act in connection
with the sale of the shares of Common Stock as principals may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act and
any commissions received by them and any profit on the resale of the shares of
Common Stock as principals might be deemed to be underwriting discounts and
commissions under the Securities Act. The Selling Securityholders may agree to
indemnify any agent, dealer or broker-dealer that participates in transactions
involving sales of the shares of Common Stock against certain liabilities,
including liabilities arising under the Securities Act. The Company will not
receive any proceeds from the sales of shares of Common Stock by the Selling
Securityholders. Sales of the shares of Common Stock by the Selling
Shareholders, or even the potential of such sales, would likely have an adverse
effect on the market price of the Common Stock.
The shares of Common Stock are offered by the Selling Securityholders on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act. The
Company has agreed to pay all expenses incurred in connection with the
registration of the shares offered by the Selling Securityholders; provided,
however, that the Selling Securityholders shall be exclusively liable to pay
any and all commissions, discounts and other payments to broker-dealers
incurred in connection with their sale of the shares.
<PAGE>
<PAGE>
DESCRIPTION OF SECURITIES
The Company is authorized to issue up to 850,000,000 shares of $.0004 par
value Common Stock and up to 20,000,000 shares of $.10 par value Preferred
Stock. As of July 15, 1996, 3,744,695 shares of Common Stock and 416,670
shares of Preferred Stock were issued and outstanding.
COMMON STOCK
Each holder of Common Stock of the Company is entitled to one (1) vote for
each share held of record. There is no right to cumulative votes for the
election of directors. The shares of Common Stock are not entitled to pre-
emptive rights and are not subject to redemption or assessment. Each share of
Common Stock is entitled to share ratably in distributions to shareholders and
to receive ratably such dividends as may be declared by the Board of Directors
out of funds legally available therefor. Upon liquidation, dissolution or
winding up of the Company, the holders of Common Stock are entitled to receive,
PRO RATA, the Assets of the Company which are legally available for
distribution to shareholders. The issued and outstanding shares of Common
Stock are validly issued, fully paid and non-assessable.
PREFERRED STOCK
The Company is authorized to issue up to 20,000,000 shares of $.10 par
value Preferred Stock. The preferred stock of the corporation can be issued in
one or more series as may be determined from time to time by the Board of
Directors without further stockholder approval. In establishing a series the
Board of Directors shall give to it a distinctive designation so as to
distinguish it from the shares of all other series and classes, shall fix the
number of shares in such series, and the preferences, rights and restrictions
thereof. All shares of any one series shall be alike in every particular. All
series shall be alike except that there may be variation as to the following:
(1) the rate of distribution, (2) the price at and the terms and conditions on
which shares shall be redeemed, (3) the amount payable upon shares for
distributions of any kind, (4) sinking fund provisions for the redemption of
shares, and (5) the terms and conditions on which shares may be converted if
the shares of any series are issued with the privilege of conversion, and (6)
voting rights except as limited by law.
Although the Company currently does not have any plans to designate a
series of Preferred Stock, there can be no assurance that the Company will not
do so in the future. As a result, the Company could authorize the issuance of
a series of preferred stock which would grant to holders preferred rights to
the assets of the Company upon liquidation, the right to receive dividend
coupons before dividends would be declared to common stockholders, and the
right to the redemption to such shares, together with a premium, prior to the
redemption of Common Stock. Common stockholders have no redemption rights. In
addition, the Board could issue large blocks of voting stock to fend against
unwanted tender offers or hostile takeovers without further shareholder
approval.
SERIES A CONVERTIBLE PREFERRED STOCK
The Company has issued and outstanding 416,670 shares of Series A
Convertible Preferred Stock (the "Convertible Preferred Stock") which was
issued to investors in the Bridge Offering which was completed on June 24,
1996. Holders of shares of Convertible Preferred Stock are entitled to one
vote for each share on any matter to come before the shareholders of the
Company and are entitled to a liquidation preference of $.60 per share of
Convertible Preferred Stock in the event of a liquidation of the Company. Each
outstanding share of Convertible Preferred Stock is entitled to receive
cumulative cash dividends at the annual rate of $.051 per share, payable
quarterly on the last day of January, April July and October of each year.
Each share of Convertible Preferred Stock is convertible at the option of the
holder into one share of Common Stock (the "Conversion Stock") commencing June
24, 1997. However, each share of Convertible Preferred Stock will convert
automatically into shares of Common Stock if the Conversion Shares are
registered for sale by the Company as part of a public offering of new shares
of Common Stock on or before October 31, 1996 (the "Automatic Conversion"). In
the event of an Automatic Conversion, the conversion price shall be equal to
70% of the offering price of the Common Stock to the public in the Company's
next public offering. As of the date of this Prospectus, the Company has filed
a Registration Statement with the Securities and Exchange Commission
registering for resale the shares of Conversion Stock; however, such
Registration Statement has not yet been declared effective. Upon such
Automatic Conversion, holders of outstanding shares of Convertible Preferred
Stock shall have no further rights as preferred stockholders of the Company
other than the right to receive certificates evidencing the Conversion Shares
issuable upon such conversion.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is Corporate Stock
Transfer, Inc., Denver, Colorado.
REPORTS TO SHAREHOLDERS
The Company intends to furnish annual reports to shareholders which will
include certified financial statements reported on by its certified public
accountants. In addition, the Company may issue unaudited quarterly or other
interim reports to shareholders as it deems appropriate. The Company will
comply with the periodic reporting requirements imposed by the Securities
Exchange Act of 1934.
LEGAL MATTERS
The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Neuman & Cobb, Boulder, Colorado. Clifford L.
Neuman, a partner in the firm of Neuman & Cobb, is the beneficial owner of
121,500 shares of the Company's Common Stock, and Nathan L. Stone, an associate
with the firm, is the beneficial owner of 3,500 shares of the Company's Common
Stock.
EXPERTS
The financial statements of the Company as of January 28, 1996, for the
fiscal year ended January 28, 1996, the month ended January 29, 1995 and the
year ended December 31, 1994 are included herein in reliance on the reports of
Hein + Associates LLP, independent certified public accountants, and upon the
authority of that firm as experts in auditing and accounting.
<PAGE>
<PAGE>
- ------------------------------
No person is authorized to give any
information or to make any representa-
tion 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. PREMIER CONCEPTS, INC.
This Prospectus does not constitute an
offer to sell or a solicitation of an 2,367,208 Shares
offer to buy any securities other than
the 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 OF CONTENTS
Page -----------------------------
---- PROSPECTUS
-----------------------------
Available Information. . . . . . . .4
Prospectus Summary . . . . . . . . .7
Risk Factors . . . . . . . . . . . 12
Use of Proceeds. . . . . . . . . . 19
Selling Shareholders and
Plan of Distribution . . . . . . . 20 _______________, 1996
Description of
Securities . . . . . . . . . . . . 25
Legal Matters. . . . . . . . . . . 26
Experts. . . . . . . . . . . . . . 26
_______________________________
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses of the offering are to be borne by the Company, are
as follows:
<TABLE>
<S> <C>
SEC Filing Fee $ 374
Printing Expenses 500
Accounting Fees and Expenses 1,500
Legal Fees and Expenses 5,000
Blue Sky Fees and Expenses 500
Registrar and Transfer Agent Fee 100
Miscellaneous 2,026
-------
Total $10,000
</TABLE>
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officers of the
Registrant is insured or indemnified in any manner against any liability which
he may incur in his capacity as such, is as follows:
Sections 7-109-101 through 7-109-110 of the Colorado Corporation Code
provide as follows:
7-109-101. DEFINITIONS. As used in this article:
(1) "Corporation" includes any domestic or foreign entity that is a
predecessor of a corporation by reason of a merger or other
transaction in which the predecessor's existence ceased upon
consummation of the transaction.
(2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation,
is or was serving at the corporation's request as a director,
officer, partner, trustee, employee, fiduciary, or agent of another
domestic or foreign corporation or other person or of an employee
benefit plan. A director is considered to be serving an employee
benefit plan at the corporation's request if his or her duties to the
corporation also impose duties on, or otherwise involve services by,
the director to the plan or to participants in or beneficiaries of
the plan. "Director" includes, unless the context requires
otherwise, the estate or personal representative of a director.
(3) "Expenses" includes counsel fees.
(4) "Liability" means the obligation incurred with respect to a
proceeding to pay a judgment, settlement, penalty, fine, including an
excise tax assessed with respect to an employee benefit plan, or
reasonable expenses.
(5) "Official capacity" means, when used with respect to a director,
the office of director in a corporation and, when used with respect
to a person other than a director as contemplated in section 7-109-
107, the office in a corporation held by the officer or the
employment, fiduciary, or agency relationship undertaken by the
employee, fiduciary, or agent on behalf of the corporation.
"Official capacity" does not include service for any other domestic
or foreign corporation or other person or employee benefit plan.
(6) "Party" includes a person who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.
(7) "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.
7-109-102. AUTHORITY TO INDEMNIFY DIRECTORS.
(1) Except as provided in subsection (4) of this section, a
corporation may indemnify a person made a party to a proceeding
because the person is or was a director against liability incurred in
the proceeding if:
(a) The person conducted himself or herself in good faith; and
(b) The person reasonable believed:
(I) In the case of conduct in an official capacity with the
corporation, that his or her conduct was in the corporation's best
interests; and
(II) In all other cases, that his or her conduct was at least not
opposed to the corporation's best interests; and
(c) In the case of any criminal proceeding, the person had no
reasonable cause to believe his or her conduct was unlawful.
(2) A director's conduct with respect to an employee benefit plan
for a purpose the director reasonably believed to be in the interests
of the participants in or beneficiaries of the plan is conduct that
satisfies the requirement of subparagraph (II) of paragraph (b) of
subsection (1) of this section. A director's conduct with respect to
an employee benefit plan for a purpose that the director did not
reasonably believe to be in the interests of the participants in or
beneficiaries of the plan shall be deemed not to satisfy the
requirements of paragraph (a) of subsection (1) of this section.
(3) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is
not, of itself, determinative that the director did not meet the
standard of conduct described in this section.
(4) A corporation may not indemnify a director under this section:
(a) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or
(b) In connection with any other proceeding charging that the
director derived an improper personal benefit, whether or not
involving action in an official capacity, in which proceeding the
director was adjudged liable on the basis that he or she derived an
improper personal benefit.
(5) Indemnification permitted under this section in connection with
a proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.
7-109-103. MANDATORY INDEMNIFICATION OF DIRECTORS. Unless limited
by its articles of incorporation, a corporation shall indemnify a
person who was wholly successful, on the merits or otherwise, in the
defense of any proceeding to which the person was a party because the
person is or was a director, against reasonable expenses incurred by
him or her in connection with the proceeding.
7-109-104. ADVANCE OF EXPENSES TO DIRECTORS.
(1) A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding if:
(a) The director furnishes to the corporation a written
affirmation of the director's good faith belief that he or she has
met the standard of conduct described in section 7-109-102;
(b) The director furnishes to the corporation a written
undertaking, executed personally or on the director's behalf, to
repay the advance if it is ultimately determined that he or she did
not meet the standard of conduct; and
(c) A determination is made that the facts then known to those
making the determination would not preclude indemnification under
this article.
(2) The undertaking required by paragraph (b) of subsection (1) of
this section shall be an unlimited general obligation of the director
but need not be secured and may be accepted without reference to
financial ability to make repayment.
(3) Determinations and authorizations of payments under this section
shall be made in the manner specified in section 7-109-106.
7-109-105. COURT-ORDERED INDEMNIFICATION OF DIRECTORS.
(1) Unless otherwise provided in the articles of incorporation, a
director who is or was a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another
court of competent jurisdiction. On receipt of an application, the
court, after giving any notice the court considers necessary, may
order indemnification in the following manner:
(a) If it determines that the director is entitled to mandatory
indemnification under section 7-109-103, the court shall order
indemnification, in which case the court shall also order the
corporation to pay the director's reasonable expenses incurred to
obtain court-ordered indemnification.
(b) If it determines that the director is fairly and reasonable
entitled to indemnification in view of all the relevant
circumstances, whether or not the director met the standard of
conduct set forth in section 7-109-102 (1) or was adjudged liable in
the circumstances described in section 7-109-102 (4), the court may
order such indemnification as the court deems proper; except that the
indemnification with respect to any proceeding in which liability
shall have been adjudged in the circumstances described in section 7-
109-102 (4) is limited to reasonable expenses incurred in connection
with the proceeding and reasonable expenses incurred to obtain court-
ordered indemnification.
7-109-106. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION OF
DIRECTORS.
(1) A corporation may not indemnify a director under section 7-109-
102 unless authorized in the specific case after a determination has
been made that indemnification of the director is permissible in the
circumstances because the director has met the standard of conduct
set forth in section 7-109-102. A corporation shall not advance
expenses to a director under section 7-109-104 unless authorized in
the specific case after the written affirmation and undertaking
required by section 7-109-104 (1) (a) and (1) (b) are received and
the determination required by section 7-109-104 (1) (c) has been
made.
(2) The determinations required by subsection (1) of this section
shall be made:
(a) By the board of directors by a majority vote of those present
at a meeting at which a quorum is present, and only those directors
not parties to the proceeding shall be counted in satisfying the
quorum; or
(b) If a quorum cannot be obtained, by a majority vote of a
committee of the board of directors designated by the board of
directors, which committee shall consist of two or more directors not
parties to the proceeding; except that directors who are parties to
the proceeding may participate in the designation of directors for
the committee.
(3) If a quorum cannot be obtained as contemplated in paragraph (a)
of subsection (2) of this section, and a committee cannot be
established under paragraph (b) of subsection (2) of this section,
or, even if a quorum is obtained or a committee is designated, if a
majority of the directors constituting such quorum or such committee
so directs, the determination required to be made by subsection (1)
of this section shall be made:
(a) By independent legal counsel selected by a vote of the board
of directors or the committee in the manner specified in paragraph
(a) or (b) of subsection (2) of this section or, if a quorum of the
full board cannot be obtained and a committee cannot be established,
by independent legal counsel selected by a majority vote of the full
board of directors; or
(b) By the shareholders.
(4) Authorization of indemnification and advance of expenses shall
be made in the same manner as the determination that indemnification
or advance of expenses is permissible; except that, if the
determination that indemnification or advance of expenses is
permissible is made by independent legal counsel, authorization of
indemnification and advance of expenses shall be made by the body
that selected such counsel.
7-109-107. INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES, AND
AGENTS.
(1) Unless otherwise provided in the articles of incorporation:
(a) An officer is entitled to mandatory indemnification under
section 7-109-103, and is entitled to apply for court-ordered
indemnification under section 7-109-105, in each case to the same
extent as a director;
(b) A corporation may indemnify and advance expenses to an
officer, employee, fiduciary, or agent of the corporation to the same
extent as to a director; and
(c) A corporation may also indemnify and advance expenses to an
officer, employee, fiduciary, or agent who is not a director to a
greater extent, if not inconsistent with public policy, and if
provided for by its bylaws, general or specific action of its board
of directors or shareholders, or contract.
7-109-108. INSURANCE. A corporation may purchase and maintain
insurance on behalf of a person who is or was a director, officer,
employee, fiduciary, or agent of the corporation, or who, while a
director, officer, employee, fiduciary, or agent of the corporation,
is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, fiduciary, or agent of another
domestic or foreign corporation or other person or of an employee
benefit plan, against liability asserted against or incurred by the
person in that capacity or arising from his or her status as a
director, officer, employee, fiduciary, or agent, whether or not the
corporation would have power to indemnify the person against the same
liability under section 7-109-102, 7-109-103, or 7-109-107. Any such
insurance may be procured from any insurance company designated by
the board of directors, whether such insurance company is formed
under the laws of this state or any other jurisdiction of the United
States or elsewhere, including any insurance company in which the
corporation has an equity or any other interest through stock
ownership or otherwise.
7-109-109. LIMITATION OF INDEMNIFICATION OF DIRECTORS.
(1) A provision treating a corporation's indemnification of, or
advance of expenses to, directors that is contained in its articles
of incorporation or bylaws, in a resolution of its shareholders or
board of directors, or in a contract, except an insurance policy, or
otherwise, is valid only to the extent the provision is not
inconsistent with sections 7-109-101 to 7-109-108. If the article of
incorporation limit indemnification or advance of expenses,
indemnification and advance of expenses are valid only to the extent
not inconsistent with the articles of incorporation.
(2) Sections 7-109-101 to 7-109-108 do not limit a corporation's
power to pay or reimburse expenses incurred by a director in
connection with an appearance as a witness in a proceeding at a time
when he or she has not been made a named defendant or respondent in
the proceeding.
7-109-110. NOTICE TO SHAREHOLDER OF INDEMNIFICATION OF DIRECTOR. If
a corporation indemnifies or advances expenses to a director under
this article in connection with a proceeding by or in the right of
the corporation, the corporation shall give written notice of the
indemnification or advance to the shareholders with or before the
notice of the next shareholders' meeting. If the next shareholder
action is taken without a meeting at the instigation of the board of
directors, such notice shall be given to the shareholders at or
before the time the first shareholder signs a writing consenting to
such action.
* * *
Article XIII of the Amended and Restated Articles of Incorporation of the
Company provides, in pertinent part:
Section 1. A director of this Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except to the extent
that such exemption from liability or limitation thereof is
not permitted under the Colorado Corporation Code as the same
exists or may hereafter be amended.
Section 2. Any repeal or modification of the foregoing Section 1 by the
stockholders of the Corporation shall not adversely affect any
right or protection of a director of the Corporation existing
at the time of such repeal or modification.
Article XII of the Amended and Restated Articles of Incorporation of the
Company provides, in pertinent part:
Section 2. Indemnification of Officers, Directors and Others.
-------------------------------------------------------------
(a) All officers and directors of the Corporation shall be
entitled to indemnification to the maximum extent permitted by
law or by public policy.
(b) Any mandate for indemnification, whether by statute or
order of Court, is to be expressly subject to the
Corporation's reasonable capability of paying.
(c) No person will be entitled to be reimbursed for
expenses incurred in connection with a Court proceeding to
obtain Court ordered indemnification unless such person first
made reasonable application to the Corporation and the
Corporation either unreasonably denied such application or
through no fault of the applicant was unable to consider such
application within a reasonable time.
(d) A director who is or was made a party to a proceeding
because he is or was an officer, employee, or agent of the
Corporation is entitled to the same rights as if he were or
had been made a party because he was a director.
(e) To the maximum extent permitted by law or by public
policy, directors of this Corporation are to have no personal
liability for monetary damages for breach of fiduciary duty as
a director.
<PAGE>
Item 16. EXHIBITS.
a. The following Exhibits are filed as part of this Registration
Statement pursuant to Item 601 of Regulation S-K:
Exhibit No. Title
- ----------- -----
* 4.1 Specimen Certificate of Common Stock
* 4.2 Specimen Class A Warrant Certificate
* 4.3 Designations of Series A Convertible Preferred Stock
* 4.4 1992 Stock Incentive Plan
* 4.5 1995 Employee Stock Purchase Plan
* 4.6 Representative's Share Option Agreement
* 4.7 Representative's Warrant Option Agreement
5.0 Opinion of Neuman & Cobb regarding the legality of the securities
being registered
13.1 Amended and Restated Annual Report on Form 10-KSB/A-1 for the year
ended January 28, 1996 as filed with the Securities and Exchange
Commission on August 1, 1996
13.2 Amended and Restated Quarterly Report on Form 10-QSB/A-1 for the
quarter ended April 28, 1996, as filed with the Commission on June
28, 1996
23.1 Consent of Neuman & Cobb
23.2 Consent of Hein + Associates LLP
- ----------------------------------------
* Incorporated by reference from the Registrant's Registration Statement on
Form SB-2 as filed with the Commission on July 24, 1996.
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 Pre-Effective Amendment No. 3 to
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 Aurora,
State of Colorado on the 17th day of September, 1996.
PREMIER CONCEPTS, INC.
By: /s/ Sissel Greenberg, President
----------------------------------
Sissel Greenberg, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Pre-Effective Amendment No. 3 to Registration Statement on Form S-3 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 9/17/96
- ------------------------------ Director -------
Sissel Greenberg
/s/ Gerald Jacobs Director 9/17/96
- ------------------------------ -------
Gerald Jacobs
/s/ Pete Bloomquist Director 9/17/96
- ------------------------------ -------
Pete Bloomquist
/s/ William Nandor Director 9/17/96
- ------------------------------ -------
William Nandor
/s/ Todd Huss Chief Financial Officer 9/17/96
- ------------------------------ Prinicipal Accounting Officer -------
Todd Huss
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.
Hein + Associates llp
Denver, Colorado
September 16, 1996
