<PAGE>
As filed with the Securities and Exchange Commission on August 30, 1999.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
PREMIER CONCEPTS, INC.
--------------------------------------------
(Name of small business issuer in its Charter)
Colorado 84-1186026
- ------------------- --------------------
(State or other jurisdiction IRS Employer
of incorporation or organization) Identification Number
3033 South Parker Road, Suite 120
Aurora, Colorado 80014
(303) 338-1800
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(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
Sissel Greenberg, President
3033 South Parker Road, Suite 120
Aurora, Colorado 80014
(303) 338-1800
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(Name, address, including zip code, and telephone number of
agent for service of process)
Copies to:
Clifford L. Neuman, Esq.
Neuman & Drennen, LLC
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. [ ]
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.
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PREMIER CONCEPTS, INC.
Item No. and Heading
In Form S-3 Location
Registration Statement In Prospectus
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1. Forepart of the Registration Forepart of Registration Statement
Statement and outside front and outside front cover page
cover page of Prospectus 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 Prospectus Summary, Risk Factors
Factors and Ratio of Earnings
to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Determination of Offering Price
6. Dilution Dilution
7. Selling Securityholder *
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Description of Securities
Registered
10. Interest of Named Experts and Legal Matters
Counsel
11. Material Changes *
12. Incorporation of Certain Incorporation of Certain Documents
Information by Reference by Reference
13. Disclosure of Commission Position Indemnification
on Indemnification for Securities
Act Liabilities
- -----------------------
* Omitted from Prospectus because Item inapplicable or answer is in the
negative.
<PAGE>
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Each Maximum Maximum
Class of Amount Offering Aggregate Amount of
Securities to to be Price per Offering Registration
be Registered Registered Share(1) Price(1) Fee
- ------------- ---------- --------- ---------- ------------
<S> <C> <C> <C> <C>
Common Stock,
$.002 par
value: 505,000(2) $3.13(3) $1,580,650 $439.43
TOTAL: $1,580,650 $439.43
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(2) Includes 223,385 shares that may be acquired by the selling security
holders upon conversion of shares of convertible Preferred stock, 105,000
shares of common stock that may be acquired upon exercise of Warrants
held by the Selling Securityholders and 176,615 shares of common stock
which have been issued directly to the Selling Securityholders.
(3) Calculated in accordance with Rule 457(c) under the Securities Act on the
basis of the average of the bid and asked prices of the common stock on
August 25, 1999, as quoted on the Nasdaq Small Cap Market.
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>
PROSPECTUS
PREMIER CONCEPTS, INC.
505,000 Shares Common Stock
This is an offering of shares of the common stock of Premier Concepts,
Inc. which may be issued upon the conversion of our Series A Convertible
Preferred Stock and exercise of warrants to purchase our common stock and
shares being offered by persons who were issued shares of our common stock.
These persons are referred to in this Prospectus as "Selling
Securityholders." Selling Securityholders holding convertible preferred
stock or Warrants may sell common stock covered by this Prospectus when
they have converted their preferred stock into common stock or have
exercised their warrants to purchase common stock. See the sections
entitled "Selling Securityholders" and "Description of Securities."
Selling Securityholders may sell shares covered by this Prospectus at
prices relating to prevailing market prices or at negotiable prices. Our
common stock is currently traded over-the-counter and traded on the Nasdaq
Small Cap Market under the symbol "FAUX." On August 25, 1999, the last
reported bid and asked prices of our common stock were $1.25 and $1.375,
respectively.
We will not receive any proceeds from the conversion of the Series A
Convertible Preferred Stock or resale of the common stock. If the Selling
Securityholders exercise their warrants, we will receive the exercise price
and use the proceeds for working capital. For information regarding fees
and expenses we may pay in connection with the registration of the common
stock covered by this Prospectus, see the section entitled "Selling
Securityholders."
Investing in our common stock involves a
high degree of risk. You should read
the "Risk Factors" beginning on Page 3.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this Prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
The Date of This Prospectus is August __, 1999.
<PAGE>
<PAGE>
Prospectus Summary
This summary highlights important information about our business and about
the offerings. Because it is a summary, it does not contain all the
information you should consider before investing in our securities. Please
read the entire prospectus.
About our Company
Please note that throughout this Prospectus the words "we," "our" or "us"
refers to Premier Concepts, Inc. and not to any of the Selling
Securityholders.
We are involved in the marketing and retail of high end reproduction
jewelry, also known as "faux jewelry" through our national chain of 36
retail stores which operate under the names "Impostors" and "Elegant
Pretenders." Our jewelry emulates fine classic jewelry, and includes
designs inspired by famous jewelers such as Tiffany, Cartier and Bulgari,
and also includes replicas of jewelry owned by celebrities. We purchase
our products from suppliers in both the United States and overseas.
In addition to our retail stores, we also sell our jewelry through a
catalog as well as through our internet website whose address is
http://www.impostors.com. Information contained in our website is not part
of this Prospectus.
Our executive offices are located at 3033 South Parker Road, Suite 129,
Aurora, Colorado 80014. Our telephone number is (303) 338-1800.
About the Offering
This is an offering of shares of our common stock by persons who were
issued shares of our common stock, shares of our convertible preferred
stock or warrants to purchase shares of our common stock.
We refer to these persons as "Selling Securityholders" in this Prospectus.
Selling Securityholders who were issued convertible preferred stock or
warrants may sell the shares of common stock covered by this Prospectus
when they have converted their preferred stock into common stock or when
they have exercised their warrants to purchase common stock. We are
registering the common stock covered by this Prospectus in order to fulfill
the obligations we have under agreements with the Selling Securityholders.
<PAGE>
<PAGE>
RISK FACTORS
An investment in our securities is speculative and involves a high degree
of risk. Please carefully consider the following risk factors, as well as
the possibility of the loss of your entire investment, before deciding to
invest in our securities.
We have a History of Operating Losses
We purchased the Imposters operation from a company that was in bankruptcy
in 1994. In the last two years, we have suffered operating losses: in
fiscal year ended January 31, 1999, we lost $1,059,688 and for the fiscal
year ended January 25, 1998 we lost $587,175. We cannot be sure that we
will ever return to profitable operations in the future.
We have Long Term Lease Commitments for Most of our Retail Stores
In most instances, we have to sign long term leases for the commercial
space in which we run our retail stores. These leases have terms anywhere
from three to fifteen years, and require an unconditional commitment of our
capital. Even if the store produces losses, we still have the contractual
commitment of these long term leases.
We will Require Additional Capital
We cannot be sure that we will have enough capital to finance our business
strategy. We will continue to require substantial additional funds for
capital expenditures and related expenses, including the further
development of our web site and the opening of additional retail stores.
The timing and amount of this spending is difficult to predict accurately
and will depend upon many factors. At this time, we have no commitments
for any additional financing and we cannot be assured that any commitments
can be obtained on terms acceptable to us, or at all. We may seek
additional funds through public offerings or private placements of our
equity securities. These public offerings or private placements may not
require the prior approval of our shareholders. If we raise additional
funds by issuing equity or debt securities, further dilution to our
shareholders could occur. Also, we may grant registration rights to
investors purchasing our securities. Debt financing, if we can obtain it,
may involve pledging some or all of our assets. If adequate funds are not
available, we may be required to delay, scale back or eliminate one or more
of our development programs or to enter into arrangements that would
require us to relinquish certain rights that we would not otherwise want to
relinquish.
We have Limited Working Capital
Because of our history of operating losses, we have limited working capital
and, as a result, we suffer from some financial uncertainty.
We are Dependent upon our Employees
We rely on key employees whose absence could adversely affect our ability
to successfully complete our business strategy. Our future success will
depend in large part on our ability to attract, motivate and retain highly
qualified employees. The loss of the services of any of our key personnel
could have a material adverse effect upon our operations and marketing
efforts. While we have written employment agreements with our President,
Sissel Greenberg, our CFO, Todd Huss, and our COO, Kevin O'Brien, we cannot
be sure that they will continue to serve the Company.
Our Assets are Already Leveraged
A substantial portion of our assets are encumbered by debt. While we are
current in our payment of this debt, future losses from our operations may
impair our ability to service the debt. If we default in our secured debt,
a creditor could foreclose against our assets and effectively force a
termination of our business. In addition, our leveraged position impairs
our ability to obtain additional financing to fund working capital
requirements, capital expenditures or other purposes, and therefore renders
us more vulnerable to extended economic downturns, restricts our ability to
make acquisitions or otherwise exploit business opportunities and limits
our flexibility to respond to changing economic conditions.
Our Business is Highly Competitive
We face significant competition from many companies throughout the country
and worldwide which offer fashion and reproduction jewelry. Many of these
competitors have significantly greater resources than ours and in many
cases more retailing experience. Indirectly, we compete with retailers of
fashion jewelry on the low end and fine jewelry on the upper end of the
jewelry market. Within the faux jewelry industry, we compete against
department stores, some of whom have significantly greater resources and
retailing experience.
Some of our Jewelry may be Subject to Infringement Claims
A significant portion of our products represent jewelry designs or concepts
that we have copied from or which have been inspired by fine jewelry
developed or 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. Because we have so many products, it is difficult
for us to research each jewelry design that we purchase for resale to
determine whether or not there may exist a copyright or trademark
registration preventing its unauthorized duplication. While we have
developed certain methods of merchandising and purchasing to minimize the
risk, we cannot assure investors that from time to time we will not
inadvertently infringe upon the intellectual property rights of third
parties. Under these circumstances, we may be subject to liability to the
owner of the design, copyright or trademark to disgorge our profits earned
from sales of the particular product or, alternatively, we may have
liability for statutory damages under copyright laws.
We have no Proprietary Advantage to our Jewelry Designs
Neither the design nor concept of any of our jewelry is subject to
protection by the Company under applicable copyright, trademark or trade
secret laws. As a result, we hold no proprietary advantage over others
competing in our markets.
We have no Firm Contracts with our Suppliers
We do not have any written contracts with any of our suppliers or
manufacturers or commitments from any of our suppliers or manufacturers to
continue to sell us their products. As a result, there is a risk that any
of our suppliers or manufacturers may discontinue selling their products to
us for any reason. Although we believe that we can establish alternative
sources for most of our products, any delay in locating or establishing new
relationships with other sources could result in product shortages and back
orders for the product with resulting loss of revenues.
Our Business is Highly Seasonal
Our business is highly seasonable with our mall locations generating nearly
20% of our business during the Christmas holiday season. Our 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
affecting 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 our results of
operations or financial conditions on an annual basis. We cannot
accurately predict the potential adverse effect of seasonality on our
business.
Our Stores are Subject to Licensing and other Governmental Requirements
Each of our retail locations must obtain certificates of authority to do
business, permits and other licenses from state and local governmental
authorities. Each governmental jurisdiction has its own requirements which
can impose additional reporting requirements and costs. We have been able
to obtain all necessary certificates, permits and licenses in the past;
however, we cannot be sure that future changes in governmental regulation
or the adoption of more stringent requirements may not have a material
adverse impact upon our future operations.
Our Future Success Depends on Increasing Sales through New Markets
While we have maintained a web site for several years, until recently we
have not made significant efforts to develop e-commerce over our web site
and otherwise exploit the marketing opportunities of the internet. We
believe that our future success will be effected by our ability to
significantly expand our internet sales since our profit margin on these
sales is much higher than sales from our traditional "brick and mortar"
retail stores. However, as is typical in rapidly developing markets,
demand for and market acceptance of internet products are subject to a high
level of uncertainty. In addition, issues concerning the commercial
success of the internet remain unsolved and may affect the growth of
internet use. Failure of the internet market to further develop or an
unexpectedly slow development of the internet market, or our inability to
successfully exploit the internet opportunity, may have a material adverse
effect on our business, financial condition or results of operations.
We may not be able to Manage our Growth if we are Successful
If we are successful and are able to grow the Company profitably, that
growth could create certain additional risks. Growth can place additional
burden on our management resources and financial controls. In addition, it
will require us to continue to implement and refine our operating,
financial and information management systems and to train, motivate and
manage our employees. Our ability to attract and retain qualified people
will have a significant effect on our ability to establish and maintain our
position in the market, and our failure to do so could have a material
adverse effect on our results of operations.
The Public Trading Market for our Common Stock is Illiquid and Highly
Sporadic
While there currently exists in the over-the-counter market a limited and
sporadic public trading market for our common stock, we cannot be sure that
the market will improve in the future. As a result, the investors in our
stock may not be able to liquidate their investment without considerable
delay, if at all. If a more active market does develop, the price of our
stock may be highly volatile. The over-the-counter markets for securities
such as ours 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 also adversely affect the market price of our common stock.
Future Sales of our Common Stock Could Adversely Affect the Market
Future sales of our common stock into the market may depress the market
price of our common stock. We have issued common stock, options and
warrants to purchase our common stock and preferred stock which is
convertible into our common stock. Sales of these shares of our common
stock or the market's perception that these sales could occur may cause the
market price of our common stock to fall. These sales also might make it
more difficult for us to sell equity or equity related securities in the
future at a time and price that we deem appropriate or to use equity as
consideration for future acquisitions.
Future Issuances of our Common Stock Could Dilute Current Shareholders
We have the authority to issue up to 850,000,000 shares of common stock and
to issue options and warrants to purchase shares of our common stock
without stockholder approval. These future issuances could be at values
substantially below the price paid for our common stock by our current
shareholders. In addition, we could issue large blocks of our common stock
to fend off unwanted tender offers or hostile takeovers without further
stockholder approval.
Future Sales of Preferred Stock Could also Adversely Affect the Market for
our Common Stock
We have the authority to issue up to 20,000,000 shares of preferred stock
without shareholder approval. The issuance of preferred stock by our Board
of Directors could adversely affect the rights of the holders of our common
stock. An issuance of preferred stock could result in a class of
outstanding securities that would have preferences with respect to voting
rights and dividends and in liquidation over the common stock and could,
upon conversion or otherwise, have all of the rights of our common stock.
Our Board of Directors' authority to issue preferred stock could discourage
potential takeover attempts or could delay or prevent a change in control
through merger, tender offer, proxy contest or otherwise by making these
attempts more difficult or costly to achieve.
We may Incur Expenses as a Result of the Year 2000 Problem
The Year 2000 problem exists because many computer programs, embedded
systems and components were designed to refer to a year by the last two
digits of the year, such as "99" for "1999." Any of our computer programs
that have date sensitive software may recognize a date using "00" as the
year "1900" rather than the year "2000." This could result in a system
failure or miscalculations causing disruptions of operations, including,
among other things, our temporary inability to process transactions, send
invoices or engage in similar normal business activities. We have
implemented a program to identify and address potential Year 2000 problems
which is scheduled to be completed by October, 1999. As a result of this
program, we have upgraded some of our existing hardware and software and in
some cases converted to new software. We believe these activities have
mitigated potential Year 2000 problems that might affect our computer
networks and other systems; however, we have not completed our Year 2000
assessment and therefore have not fully determined the extent to which Year
2000 problems may affect our network and systems. Although we have
contacted our suppliers, vendors and customers regarding Year 2000 issues,
we have not yet fully determined the extent to which we are vulnerable to
the failure of these third parties to remediate their own Year 2000
problems. In view of the foregoing, there can be no assurance that the
Year 2000 problems will not have a material adverse effect upon our
business, financial condition or results of operations.
<PAGE>
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ADDITIONAL INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
You may read and copy any document we file at the Commission's Public
Reference Rooms in Washington, D.C., New York, New York, and Chicago,
Illinois. Please call the Commission at 1-800-SEC-0330 for further
information on the Public Reference Rooms. You can also obtain copies of
our Commission filings by going to the Commission's website at
http://www.sec.gov.
We have filed with the Commission a Registration Statement on Form S-3 to
register the shares of our common stock to be sold by the Selling
Securityholders and issued pursuant to the conversion of the preferred
stock and exercise of the warrants. This Prospectus is part of that
Registration Statement and, as permitted by the Commission's rules, does
not contain all of the information set forth in the Registration Statement.
For further information with respect to us or our common stock, you may
refer to the Registration Statement and to the exhibits and schedules filed
as part of the Registration Statement. You can review a copy of the
Registration Statement and its exhibits and schedules at the public
reference room maintained by the Commission and on the Commission's website
as described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is considered to be part of this prospectus, and later
information that we file with the Commission will automatically update and
supersede this information. We incorporate by reference the documents
listed below and any future filings we make with the Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934.
This prospectus is part of a registration statement we filed with the
Commission.
1. Our Annual Report on Form 10-KSB for the year ended January 31,
1999; and
2. Our Quarterly Report on Form 10-QSB for the quarter ended May 2,
1999.
3. Our Proxy Statement for our Special Meeting of Shareholders held
on June 5, 1999.
You may request a copy of these filings at no charge by a written or oral
request to Sissel Greenberg, President, Premier Concepts, Inc., 3033 South
Parker Road, Suite 120, Aurora, Colorado 80114, (303) 338-1800. In
addition, you can obtain these filings electronically at the Commission's
worldwide website at http://www.sec.gov/edgarhp/htm.
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement to this prospectus. We have
not authorized anyone else to provide you with different information. We
are not making an offer of these securities in any state where the offer is
not permitted. You should not assume that the information in this
prospectus or any supplement to this prospectus is accurate as of any date
other than the date on the front of those documents.
FORWARD-LOOKING STATEMENTS
This prospectus contains statements that plan for or anticipate the future.
Forward-looking statements include statements about the future of our
industry, statements about our future business plans and strategies, and
most other statements that are not historical in nature. In this
prospectus, forward-looking statements are generally identified by the
words "anticipate," "plan," "believe," "expect," "estimate," and the like.
Although we believe that any forward-looking statements we make in this
prospectus are reasonable, because forward-looking statements involve
future risks and uncertainties, there are factors that could cause actual
results to differ materially from those expressed or implied. For example,
a few of the uncertainties that could affect the accuracy of forward-
looking statements, besides the specific factors identified above in the
Risk Factors section of this prospectus, include:
* changes in general economic and business conditions affecting our
industry;
* changes in our business strategies; and
* the level of demand for our products.
In light of the significant uncertainties inherent in the forward-looking
statements made in this prospectus, particularly in view of our early stage
of operations, the inclusion of this information should not be regarded as
a representation by us or any other person that our objectives and plans
will be achieved.
SELLING SECURITYHOLDERS
The Selling Securityholders are offering to sell 505,000 shares of our
common stock covered by this prospectus. None of the Selling
Securityholders has, or within the past three years has had, any position,
office or other material relationship with us or any of our predecessors or
affiliates, except as noted.
The following table lists the Selling Securityholders eligible to sell
shares of common stock under this Prospectus, the number of shares
beneficially owned by each Selling Securityholder prior to this Offering,
and the maximum number of shares each Selling Securityholder may sell under
this Prospectus. We will not receive any of the proceeds from the sale of
our common stock by the Selling Securityholders. The number of shares
owned by each Selling Securityholder after the Offering will depend upon
the number of shares actually sold by each Selling Securityholder.
<TABLE>
<CAPTION>
Number of Maximum Number of
Shares Number of Shares
Beneficially Shares Beneficially
Owned Prior to be Sold Owned After
to Offering(1) in Offering Offering Percent
<S> <C> <C> <C> <C>
Equisition Capital,
LLC(2)(7) 432,000 432,000 -0- 0%
Infusion Capital
Partners, LLC(3)(7) 20,250 20,250 -0- 0%
Grant Capital,
LLC(4) 48,000 48,000 -0- 0%
Al Cohen(5) 28,500 2,500 26,000 2.2%
Therese Zangara(6) 2,250 2,250 -0- 0%
</TABLE>
1) The number of shares indicated includes shares acquired directly from
us by the Selling Shareholders as well as shares which are issuable
upon the conversion of preferred stock or the exercise of warrants
held by the Selling Securityholders.
(2) Equisition Capital, LLC is a Delaware limited liability company.
David M. M. Taffet ("Taffet") would be the direct controlling person
of Equisition by virtue of his beneficial ownership of a majority of
the outstanding voting equity securities of Equisition. Consists of
158,953.5 shares of Common Stock, 201,046.5 shares of Series A
Convertible Preferred Stock and warrants exercisable to purchase an
aggregate of 72,000 shares of Common Stock at an exercise price of
$4.10 per share.
(3) Infusion Capital Partners, LLC is a Delaware limited liability
company. Taffet would be deemed the direct controlling person of
Infusion. Securities consist of warrants exercisable to purchase
20,250 shares of Common Stock at an exercise price of $1.25 per share.
(4) Grant Capital, LLC is a Nevada limited liability company. Al Cohen
would be deemed the controlling person of Grant Capital, LLC.
Securities consist of 17,661.5 shares of Common Stock, 22,338.5 shares
of Series A Convertible Preferred Stock, warrants exercisable to
purchase 8,000 shares of Common Stock at an exercise price of $4.10
per share.
(5) Consists of warrants exercisable to purchase 2,500 shares of Common
Stock at an exercise price of $1.25 per share. Does not include
securities held of record by Grant Capital, LLC.
(6) Consists of warrants exercisable to purchase 2,250 shares of Common
Stock at an exercise price of $1.25 per share.
(7) All of the shares of Common Stock covered by this Prospectus, as well
as the shares of Series A Convertible Preferred Stock and warrants,
were issued and sold by the Company to Equisition Capital, LLC
pursuant to a First Stock Purchase Agreement dated March 11, 1999 and
Second Stock Purchase Agreement dated March 11, 1999. Both the First
and Second Stock Purchase Agreements were entered into by the Company
under the terms of a controlling agreement which was called the
Agreement Regarding Basic Terms between the Company and Infusion
Capital Partners, LLC. This Basic Agreement provided for the Company
to enter into a Management Services Agreement with Infusion, provided
for the execution and consummation of the First and Second Stock
Purchase Agreements and the execution of an E-Commerce Services
Agreement between the Company and MeridianTelesis LLC, a company also
controlled by Taffet. As a result of completing the transactions
provided for under the Basic Agreement, the Company sold and issued to
Equisition in consideration of a total of $500,000 a total of 176,615
shares of Common Stock, 223,385 shares of Series A Convertible
Preferred Stock, warrants exercisable to purchase 80,000 shares of
Common Stock at a price of $4.10 per share. Infusion was issued
warrants exercisable to purchase an additional 25,000 shares of Common
Stock at an exercise price of $1.25 per share. Portions of the right
to receive those securities were then assigned by Equisition to the
other Selling Securityholders identified above and in the preceding
footnotes. Furthermore, as part of completing the transactions
described in the Basic Agreement, Equisition was allowed to designate
two persons to serve on our Board of Directors, consisting of John M.
Gerber and Gary Wolf, who were elected to serve as directors in March
and July of 1999, respectively.
If the Selling Securityholders sell all of the shares of common stock
covered by this Prospectus and do not acquire any additional shares, none
of the Selling Securityholders would own any shares of our common stock
after the completion of this Offering.
We will pay all expenses to register the shares, except that the Selling
Securityholders will generally pay any underwriting and brokerage
discounts, fees and commissions, specified attorneys' fees and other
expenses to the extent applicable to them.
We have agreed to indemnify the Selling Securityholders and certain
affiliated parties against specified liabilities, including liabilities
under the Securities Act of 1933, as amended, in connection with this
Offering. The Selling Securityholders have agreed to indemnify us and our
directors and officers, as well as any persons controlling our Company,
against certain liabilities, including liabilities under the Securities
Act. Insofar as indemnification for liabilities under the Securities Act
may be permitted to our directors or officers, or persons controlling our
Company, we have been advised that in the opinion of the SEC this kind of
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
USE OF PROCEEDS
We will not receive any proceeds when Selling Securityholders sell shares
of common stock under this Prospectus. We have received proceeds from the
sale of the convertible preferred stock and may receive proceeds from the
exercise of the warrants.
If we receive proceeds from the exercise of warrants, it will be used for
general working capital purposes.
PLAN OF DISTRIBUTION
Selling Securityholders may sell their shares of common stock either
directly or through a broker-dealer or other agent at prices related to
prevailing market prices or an negotiated prices, in one or more of the
following kinds of transactions:
* Transactions in the over-the-counter market;
* Transactions on a stock exchange that lists our common stock, or
transactions negotiated between Selling Securityholders and
purchasers, or otherwise.
Broker-dealers or agents may purchase shares directly from a Selling
Securityholder or sell shares to someone else on behalf of a Selling
Securityholder. Broker-dealers may charge commissions to both Selling
Securityholders selling common stock and purchasers buying shares sold by a
Selling Securityholder. If a broker buys shares directly from a Selling
Securityholder, the broker may resell the shares through another broker,
and the other broker may receive compensation from the Selling
Securityholder for the resale.
To the extent required by laws, regulations or agreements we have made, we
will use our best efforts to file a Prospectus supplement during the time
the Selling Securityholders are offering or selling shares covered by this
Prospectus in order to add or correct important information about the plan
of distribution for the shares.
In addition to any other applicable laws or regulations, Selling
Securityholders must comply with regulations relating to distributions by
Selling Securityholders, including Regulation M under the Securities
Exchange Act of 1934, as amended.
Some states may require that registration, exemption from registration or
notification requirements be met before Selling Shareholders may sell their
common stock. Some states may also require Selling Securityholders to sell
their common stock only through broker-dealers.
DESCRIPTION OF SECURITIES
We are authorized to issue up to 850,000,000 shares of $.002 par value
common stock and up to 20,000,000 shares of $.10 par value preferred stock.
As of July 31, 1999, 1,164,128 shares of common stock and 223,385 shares of
preferred stock were issued and outstanding.
Common Stock
Each holder of our common stock is entitled to one vote for each share held
of record. There is no right to cumulative votes for the election of
directors. The shares of common stock are not entitled to pre-emptive
rights and are not subject to redemption or assessment. Each share of
common stock is entitled to share ratably in distributions to shareholders
and to receive ratably such dividends as may be declared by the Board of
Directors out of funds legally available therefor. Upon liquidation,
dissolution or winding up of the Company, the holders of common stock are
entitled to receive, pro rata, our assets 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
We are 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 our Board of
Directors without further stockholder approval. In establishing a series,
our 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 condition son 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 we currently do not have any plans to designate a series of
preferred stock, there can be no assurance that we will not do so in the
future. As a result, we could authorize the issuance of a series of
preferred stock which would grant to holders preferred rights to our assets
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, our
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
We have issued and outstanding 223,385 shares of Series A Convertible
Preferred Stock. 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 of the
Company preference of $1.25 per share of convertible preferred stock in the
event of a liquidation of the Company. Each outstanding share of the
convertible preferred stock is entitled to receive cumulative common stock
dividends at the annual rate of 10% of the Stated Value. Each share of
convertible preferred stock is convertible at the option of the holder into
one share of common stock. In addition, we can compel the conversion of
all outstanding shares of preferred stock into an equal number of shares of
common stock if we have registered this conversion with the Commission and
if the closing bid price of our common stock on the over-the-counter market
has been equal to or greater than $1.875 per share for 20 or more
consecutive trading days. While this Prospectus is part of such a
Registration Statement, the public trading price of our common stock has
not been high enough to trigger this compulsory conversion. Finally,
holders of convertible preferred stock are not entitled to demand, and we
are not required or entitled to effect, the redemption of any of the shares
of Preferred Stock.
Warrants
We have issued under the First and Second Stock Purchase Agreements with
Equisition warrants exercisable to purchase 80,000 shares at a price of
$4.10 per share and have issued to Infusion warrants exercisable to
purchase an additional 25,000 shares at an exercise price of $1.25 per
share. This Prospectus covers the sale by the Company of its common stock
if and when the Selling Securityholders exercise their warrants.
Transfer Agent and Registrar
The transfer agent and registrar for the common stock is Corporate Stock
Transfer, Inc., Denver, Colorado.
Reports to Shareholders
We intend to furnish annual reports to shareholders which will include
certified financial statements reported on by our certified public
accountants. In addition, we may issue unaudited quarterly or other
interim reports to shareholders as we deem appropriate. We will comply
with the periodic reporting requirements imposed by the Securities Exchange
Act of 1934.
LEGAL PROCEEDINGS
The Company has been named as a defendant in a civil action filed in the
Supreme Court of the State of New York, County of Onondaga on May 21, 1999.
The lawsuit was brought by EkleCo, as plaintiff, against the Company, and
asserts claims against the Company for rent and other sums due under the
Company's commercial lease for its retail store located in the Palisades
Center in West Nyack, New York. The Company denies liability and has
asserted substantial counter claims against the landlord based upon breach
of contract, false representation and fraud in the inducement in the
Company's entering into the lease. The Company has retained local legal
counsel and intends to vigorously defend the action and prosecute its
counterclaims. Based upon its assessment of the facts and consultations
with legal counsel, management of the Company believes that the likelihood
of a material adverse outcome in the matter is extremely remote.
LEGAL MATTERS
The validity of the issuance of the common stock offered hereby will be
passed upon for the Company by Neuman & Drennen, LLC of Boulder, Colorado.
Clifford L. Neuman, a partner in the firm of Neuman & Drennen, LLC, is the
beneficial owner of 12,150 shares of the Company's common stock.
EXPERTS
The financial statements of the Company as of January 31, 1999 for the
fiscal years ended January 31, 1999 and January 25, 1998 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>
You should rely only on the information contained in this document or that
we have referred you to. We have not authorized anyone to provide you with
information that is different. This Prospectus is not an offer to sell
common stock and is not soliciting an offer to buy common stock in any
state where the offer or sale is not permitted.
Premier Concepts, Inc.
Common Stock
505,000 Shares
August ___, 1999
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses of the offering, all of which are to be borne by the
Company, are as follows:
<TABLE>
<CAPTION>
<S> <C>
SEC Filing Fee $ 440.00
Printing Expenses 500.00
Accounting Fees and Expenses 1,000.00
Legal Fees and Expenses 7,500.00
Blue Sky Fees and Expenses 1,500.00
Registrar and Transfer Agent Fee 0.00
Miscellaneous 1,560.00
-----------
Total $12,500.00
</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.
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 Certificate of Designations of Rights and Preferences
of Series A Convertible Preferred Stock
** 4.2 Form of Common Stock Purchase Warrant Certificate of
Equisition Capital, LLC
** 4.3 Form of Common Stock Purchase Warrant Certificate of
Infusion Capital Partners, LLC
5.0 Opinion of Neuman & Drennen, LLC
* 10.1 Agreement Regarding Basic Terms with Infusion Capital
Partners, LLC
* 10.2 First Stock Purchase Agreement with Equisition Capital,
LLC
* 10.3 Second Stock Purchase Agreement with Infusion Capital
Partners, LLC
* 10.4 Management Services Agreement with Infusion Capital
Partners, LLC
23.1 Consent of Neuman & Drennen, LLC
23.2 Consent of Hein + Associates LLP
- -------------------------------
* Incorporated by reference from the Company's Annual Report on
Form 10-KSB for the fiscal year ended January 31, 1999, SEC File
No. 33-42701.
** Incorporated by reference from the Company's Registration
Statement on Form SB-2, SEC File No. 333-8741.
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 Exchange Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized. In the City of Aurora, State of Colorado, on
the 30th day of August, 1999.
PREMIER CONCEPTS, INC.,
a Colorado corporation
By:/s/ Sissel Greenberg
----------------------------
Sissel Greenberg, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities with Premier Concepts, Inc. and on the dates indicated.
Signature Title Date
- --------- ------ ----
/s/ Sissel Greenberg President/Director 8/30/99
- ------------------------------
Sissel Greenberg
/s/ Todd Huss Chief Financial Officer and 8/30/99
- ------------------------------ Principal Accounting Officer
Todd Huss
/s/ Simona Yuffa-Katz Director 8/30/99
- ------------------------------
Simona Yuffa-Katz
/s/ William Nandor Director 8/30/99
- ------------------------------
William Nandor
/s/ John Gerber Director 8/30/99
- ------------------------------
John Gerber
/s/ Gary Wolf Director 8/30/99
- ------------------------------
Gary Wolf
<PAGE>
NEUMAN & DRENNEN, LLC
Attorneys at Law
TEMPLE-BOWRON HOUSE
1507 PINE STREET
BOULDER, COLORADO 80302
Telephone: (303) 449-2100
Facsimile: (303) 449-1045
August 27, 1999
Premier Concepts, Inc.
3033 S. Parker Road, Suite 120
Aurora, Colorado 80014
Re: S.E.C. Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Premier Concepts, Inc. (the "Company") in
connection with a Registration Statement to be filed with the United Stated
Securities and Exchange Commission, Washington, D.C., pursuant to the
Securities Act of 1933, as amended, covering the registration of an aggregate
of 505,000 shares of the Company's $.002 par value common stock (the "Common
Stock") as more fully described in the Registration Statement. In connection
with such representation of the Company, we have examined such corporate
records, and have made such inquiry of government officials and Company
officials and have made such examination of the law as we deemed appropriate
in connection with delivering this opinion.
Based upon the foregoing, we are of the opinion as follows:
1. The Company has been duly incorporated and organized under the laws
of the State of Colorado and is validly existing as a corporation in good
standing under the laws of that state.
2. The Company's authorized capital consists of 850,000,000 shares of
Common Stock having a par value of $.002 each and 20,000,000 shares of
Preferred Stock having a par value of $.10 each.
3. The 505,000 shares of Common Stock being registered are lawfully and
validly issued, fully paid and non-assessable shares of the Company's Common
Stock.
Sincerely,
Clifford L. Neuman
CLN:gg
<PAGE>
NEUMAN & DRENNEN, LLC
Attorneys at Law
TEMPLE-BOWRON HOUSE
1507 PINE STREET
BOULDER, COLORADO 80302
Telephone: (303) 449-2100
Facsimile: (303) 449-1045
August 27, 1999
Premier Concepts, Inc.
3033 S. Parker Road, Suite 120
Aurora, Colorado 80014
Re: S.E.C. Registration Statement on Form S-3
Ladies and Gentlemen:
We hereby consent to the inclusion of our opinion regarding the legality
of the securities being registered by the Registration Statement to be filed
with the United Stated Securities and Exchange Commission, Washington, D.C.,
pursuant to the Securities Act of 1933, as amended, by Premier Concepts, Inc.,
a Colorado corporation, (the "Company") in connection with the offering by
certain Selling Securityholders described therein of up to 505,000 shares of
its Common Stock, $.002 par value, as proposed and more fully described in
such Registration Statement.
We further consent to the reference in such Registration Statement to our
having given such opinions.
Sincerely,
Clifford L. Neuman
CLN:gg
<PAGE>
HEIN + ASSOCIATES LLP
Certified Public Accountants
717 SEVENTEENTH STREET, SUITE 1600
DENVER, COLORADO 80202
(303) 298-9600 (tel) (303) 298-8118 (fax)
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference of our report dated April 2, 1999,
accompanying the financial statements of Premier Concepts, Inc. to the Form S-3
Registration Statement of Premier Concepts, Inc. and 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
August 25, 1999
