<PAGE>
As filed with the Securities and Exchange Commission on January 26, 2000.
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM SB-2 ON FORM S-3
REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933
PREMIER CONCEPTS, INC.
-----------------------------------------------
(Name of small business issuer in its Charter)
Colorado 5699 84-1186026
- ------------------------ ---------------- -----------
(State or other jurisdic- (Primary Standard IRS Employer
tion of incorporation or Industrial Classi- Identification
organization) fication Code Number) Number
3033 South Parker Road, Suite 120
Aurora, Colorado 80014
(303) 338-1800
----------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
Sissel Eckenhausen, President
3033 South Parker Road, Suite 120
Aurora, Colorado 80014
(303) 338-1800
-----------------------------------------------------------
(Name, address, including zip code, and telephone number of
agent for service of process)
Copies to:
David H. Drennen, Esq.
Neuman & Drennen, LLC
5445 DTC Parkway, PH-4
Englewood, CO 80111
(303) 221-4700
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.
<PAGE>
<PAGE>
PREMIER CONCEPTS, INC.
Item No. and Heading In
Form S-3 Registration Statement Location In Prospectus
- -------------------------------- ----------------------
1. Forepart of the Registration Forepart of Registration Statement
Statement and outside front and outside front cover page of
cover page of Prospectus Prospectus
2. Inside front and outside back Inside front and outside back cover
cover pages of Prospectus 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 Legal Matters
and Counsel
11. Material Changes *
12. Incorporation of Certain Incorporation of Certain Documents
Information by Reference by Reference
13. Disclosure of Commission Indemnification
Position on Indemnification
for Securities Act Liabilities
_______________________________
* Omitted from Prospectus because Item inapplicable or answer is in the
negative.
<PAGE>
<PAGE>
NOTE REGARDING POST-EFFECTIVE AMENDMENT NO. 1
This Post-Effective Amendment No. 1 to Form SB-2 Registration Statement
(Registration No. 333-19901) on Form S-3 by Premier Concepts, Inc. is intended
to cover the issuance of up to 478,334 shares of our common stock issuable
upon the exercise of certain common stock purchase warrants that we issued in
our public offering on April 24, 1997. It also covers the resale of up to
55,000 common stock purchase warrants and 27,500 shares of common stock
underlying those warrants which we may issue upon exercise of options that
were issued to the underwriters in that public offering. The common stock and
the warrants registered by this Post-Effective Amendment No. 1 were initially
registered in the Registration Statement.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of any offer to buy nor shall there be any sale of these
securities 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>
PROSPECTUS
PREMIER CONCEPTS, INC.
478,334 Shares of Common Stock
55,000 Common Stock Purchase Warrants
We made a public offering of our securities in April 1997. In that
offering we sold a total of 550,000 units, each unit consisting of 550,000
shares of common stock and 550,000 common stock purchase warrants. We also
issued options to purchase 55,000 shares and 55,000 warrants to the
representatives of the underwriters in the public offering. For the sake of
clarity, in this prospectus the warrants issued to the public in the initial
public offering will be referred as the IPO Warrants; the options issued to
the representatives to purchase shares will be referred to as the Share
Options; and the options issued to the representatives to purchase IPO
Warrants will be referred to as the Warrant Options. We also included in the
registration statement for the public offering 421,667 IPO Warrants, and
120,834 shares underlying those warrants to individuals for their resale of
those warrants and shares to the public.
This prospectus relates to the sale of (i) 450,834 shares of our common
stock that may be issued by us upon the exercise of IPO Warrants; (ii) the
resale of 55,000 IPO Warrants issuable upon exercise of the Representatives'
Warrant Options; and (iii) the resale of 27,500 shares issuable upon exercise
of the IPO Warrants referred to in (ii) above. The IPO Warrants are
exercisable during the period ending April 21, 2001. The Representatives'
Share and Warrant Options are exercisable during the period ending April 21,
2002.
The Nasdaq Small Cap Market lists our shares and the warrants offered
through this prospectus under the symbols "FAUX" and "FAUXW", respectively.
On January 24, 2000, the last reported sale price of the common stock and the
IPO warrants, as reported on the Nasdaq Small Cap Market were $13.25 per share
and $1.91 per IPO Warrant, respectively.
Investing in the shares and the warrants involves risks. You should not
purchase the warrants or the shares unless you can afford to lose your entire
investment. See "Risk Factors" beginning on page 3 of this prospectus.
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. It is illegal for anyone to tell you
otherwise.
The information in this prospectus is not complete. It might change.
The shares and warrants may not be sold until the registration statement that
we have filed with the SEC becomes effective. This prospectus is not an offer
to sell the securities-and does not solicit offers to buy-in any state where
the offer or sale is not permitted.
This prospectus is dated January __, 2000.
<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.
We are involved in the marketing and retail of high-end reproduction
jewelry, also known as "faux jewelry" through our national chain of 35 retail
stores that 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.
Our executive offices are located at 3033 South Parker Road, Suite 120,
Aurora, Colorado 80014. Our telephone number is (303) 338-1800.
ABOUT THE OFFERING
This is an offering of warrants and shares of our common stock to persons
who were issued options and warrants to purchase shares of our common stock
and options to purchase warrants.
RECENT DEVELOPMENTS
On November 10, 1999, our board of directors approved a term sheet that
outlined the preliminary terms of a merger with AmazeScape.com. The merger
will be effected only after the execution of definitive agreements and
shareholder approval of both entities is obtained. Following the completion
of the merger, the management and board of AmazeScape.com will be our
management and board. The term sheet contemplates that a holding company
named AmazeScape.com, Inc. will survive the merger. The holding company would
trade on Nasdaq under a new symbol. Our current business will continue to
operate under a separate wholly owned subsidiary of AmazeScape.com.
AmazeScape.com is an Internet company that offers a multi-lingual portal,
an international community Web site, and a private-label dial-up and high-
speed digital subscriber line Internet service.
We will provide financial and other information about AmazeScape.com
after a definitive agreement has been executed. We cannot provide assurance
that the merger will be consummated.
<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 Impostors 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 Eckenhausen, 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 affected 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." We believe our activities to mitigate
potential Year 2000 problems have been successful. However, we cannot assure
that the Year 2000 problems incurred by our vendors will not have a material
adverse effect upon our business, financial condition or results of
operations.
<PAGE>
<PAGE>
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.
4. Our Quarterly Report on Form 10-QSB for the quarter ended August 1,
1999.
5. Our Quarterly Report on Form 10-QSB for the quarter ended October
31, 1999.
You may request a copy of these filings at no charge by a written or oral
request to Sissel Eckenhausen, 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.
USE OF PROCEEDS
We will not receive any proceeds when the holders of warrants sell the
warrants; nor will we receive any proceeds when persons who exercise warrants
sell the underlying shares. We will receive the proceeds from the exercise of
the warrants. We will use any such proceeds for general working capital
purposes.
<PAGE>
<PAGE>
SELLING SHAREHOLDER
This prospectus relates to the resale to the public of 27,500 shares of
common stock and 55,000 warrants by the Selling Shareholder set forth below.
The following table sets forth certain information with respect to persons for
whom we are registering warrants and shares for resale to the public. We will
not receive any of the proceeds from the sale of the shares by the Selling
Shareholder. Beneficial ownership of the warrants and shares by such Selling
Shareholder after this offering will depend on the number of warrants and
shares sold by the Selling Shareholder. The Selling Shareholder has not had
any material relationship within the past three years with us, or any of our
predecessors or affiliates, except as described.
<TABLE>
<CAPTION>
WARRANTS SHARES SHARES BENEFICIALLY
OFFERED OFFERED OWNED AFTER OFFERING
-------- -------- ---------------------
NAME AND ADDRESS OF
BENEFICIAL OWNER NUMBER NUMBER NUMBER (1) PERCENT
- ------------------- -------- ------- ---------- -------
<S> <C> <C> <C> <C>
EBI Securities, Inc. (2) 55,000 27,500 0 *
(1) Shares not outstanding but deemed beneficially owned by virtue of the
individual's right to acquire them as of the date of this prospectus, or
within 60 days of such date, are treated as being owned by the
individual.
(2) Does not include securities owned in its capacity as market-maker of our
stock. EBI acted as the underwriter in our public offering.
</TABLE>
<PAGE>
<PAGE>
PLAN OF DISTRIBUTION
The owners of IPO Warrants may purchase one share of common stock by
exercising two IPO Warrants and paying us the exercise price, $10.00 per share
of common stock. The owners of Representatives' Share Options may obtain
shares of common stock by exercising those Representatives' Share Options and
paying us the exercise price, $9.00 per share. The owners of Representatives'
Warrant Options may obtain IPO Warrants by exercising those Representatives'
Warrant Options and paying us the exercise price, $.36 per warrant. If the
IPO Warrants (including the IPO Warrants issuable upon the exercise of the
Representatives' Warrant Options) and the Representatives' Shares Options are
all exercised in full for a cash payment to us, we will receive a total of
$4,748,140. However, the Representatives' Share Options may be exercised by
surrendering Representatives' Share Options having a value equal to the
difference between (i) the exercise price of the Representatives' Share
Options (currently $9.00 per share) and (ii) the closing prices of our common
stock on the day prior to the day the Representatives' Share Options are
tendered for exchange. This is called a "cashless exercise." If holders
utilize a cashless exercise to exercise Representatives' Share Options, we
will not receive any cash proceeds from such exercise.
The issuance of the shares and the warrants is not being underwritten.
We will issue the shares and warrants when the IPO Warrants and the Share
Options are exercised. We cannot provide any assurance that any of the
warrants or options will be exercised. We will not pay any commissions or
other remuneration for any activities connected to the issuance of the shares
or the warrants.
The Selling Shareholders have advised us that sales of the IPO Warrants
and shares of common stock that they may receive upon exercise of IPO Warrants
or Share Options 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 Shareholders 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 Shareholders 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 Shareholders and any broker-dealers that act in connection
with the sale of the IPO Warrants and shares 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 warrants
and shares as principals might be deemed to be underwriting discounts and
commissions under the Securities Act. The Selling Shareholders may agree to
indemnify any agent, dealer or broker-dealer that participates in transactions
involving sales of the shares against certain liabilities, including
liabilities arising under the Securities Act. We will not receive any
proceeds from the sales of warrants or shares by the Selling Shareholders.
Sales of the shares by the Selling Shareholders, or even the potential of such
sales, would likely have an adverse effect on the market price of our common
stock.
The warrants and the shares are offered by the Selling Shareholders on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act. We
have agreed to pay all expenses incurred in connection with the registration
of the warrants and shares offered by this prospectus; however, that the
Selling Shareholders 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.
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 a
Selling Shareholder is offering or selling warrants or shares covered by this
prospectus in order to add or correct important information about the plan of
distribution for the warrants and shares.
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 January 18, 2000, 1,551,118 shares of common 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.
THE IPO WARRANTS
Two warrants entitle the holder to purchase one share of common stock at
a price of $10.00. The warrant exercise price is subject to adjustment upon
certain events such as stock splits, stock dividends and similar transactions.
We may redeem the warrants under circumstances described below. The warrants
must be exercised before 5:00 p.m., on April 21, 2000; they expire after that
time. We may extend the date the warrants expire, or reduce the warrant
exercise price, provided that, prior to the expiration date, we notify in
writing the holders of the warrants of such extension or reduction. We do not
presently contemplate any extension of the expiration date or reduction in the
warrant exercise price.
Warrant certificates may be transferred or exchanged for new certificates
of different denominations at the offices of the Warrant Agent described
below. The holders of warrants, as such, are not entitled to vote, to receive
dividends or to exercise any of the rights of shareholders for any purpose.
The warrants may be exercised only upon surrender of the warrant
certificate at the offices of the Company with the form of "Election to
Purchase" on the reverse side of the warrant certificate completed and signed,
accompanied by payment of the full exercise price for the number of warrants
being exercised.
We have undertaken, and intend, to maintain a current registration
statement that will permit the exercise of the warrants. Maintaining a
current effective registration statement could result in substantial expense
to us and there is no assurance that we will be able to maintain a current
registration statement covering the shares issuable upon exercise of the
warrants. The warrants may be exercised only if a registration statement is
then in effect and only if the shares are qualified for sale under securities
laws of the state in which the exercising warrantholder resides in a state in
which the shares may be sold, or if we, and our counsel, are able to obtain
valid exemptions from the foregoing requirements. The warrants may be
deprived of any value if a registration statement covering the shares issuable
upon exercise of the warrants cannot be filed or an exemption from such
registration requirements cannot be obtained or if the shares underlying the
warrants are not registered or exempted from registration in the state in
which the holder of a warrant resides. In the latter event, the only option
available to a holder of a warrant may be to attempt to sell his or her
warrants into the market, if a market then exists and only then in compliance
with applicable securities laws and restrictions on transfer.
We have the right to call all of the warrants for redemption on 45 days'
prior written notice at a redemption price of $.10 per warrant if: (i) the
closing bid price of our common stock exceeds $15.00 during a period of at
least 20 of the 30 trading days ending within 30 days preceding the notice of
redemption; (ii) we have in effect a current registration statement covering
the common stock issuable upon exercise of the warrants; and (iii) the
expiration of the 45- day notice period is prior to the expiration date of the
warrants. If we elect to exercise our redemption right, holders of warrants
may either exercise their warrants, sell such warrants in the market or tender
their warrants to us for redemption. Within five business days after the end
of the 45-day period, we will mail a redemption check to each registered
holder of a warrant who holds unexercised warrants as of the end of the 45 day
period, whether or not such holder has surrendered the warrant certificates
for redemption. The warrants may not be exercised after the end of such 45-day
period.
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 that 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.
<PAGE>
<PAGE>
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 remote.
LEGAL MATTERS
Neuman & Drennen, LLC of Boulder, Colorado, will pass upon the validity
of the issuance of the common stock offered hereby for the Company. 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 warrants or common stock and is not PREMIER CONCEPTS, INC.
soliciting an offer to buy warrants
or common stock in any state where
the offer or sale is not permitted.
TABLE OF CONTENTS
Page
Prospectus Summary 7
Risk Factors 9
Where You Can Find More
Information 15
Forward-Looking Statements 16
Use of Proceeds 16
Selling Shareholder 18 Prospectus
Plan of Distribution 20
Description of Securities 21
Legal Matters 25
Experts 25 January __, 2000
===========================================================================
<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>
Printing Expenses 500.00
Accounting Fees and Expenses 1,000.00
Legal Fees and Expenses 5,000.00
Miscellaneous 1,500.00
=========
Total $8,000.00
</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.
<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
---------- -----
4.6 Representatives' Share Option Agreement *
4.7 Representatives' Warrant Option Agreement*
5.1 Opinion of Neuman & Drennen, LLC
10.2 Form of Common Stock Purchase Warrant *
23.1 Consent of Neuman & Drennen, LLC **
23.2 Consent of Hein + Associates LLP
_____________________________
* Previously filed
** Included in Exhibit 5.1.
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:
- Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
- Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement;
- 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.
4. 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.
5. 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 26th day of
January, 2000.
PREMIER CONCEPTS, INC.,
a Colorado corporation
By: /s/ Sissel Eckenhausen
-----------------------------
Sissel Eckenhausen, 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 Eckenhausen President/Director 1/26/00
- ------------------------
Sissel Eckenhausen
/s/ Todd Huss Chief Financial Officer 1/26/00
- ------------------------ and Principal Accounting Officer
Todd Huss
/s/ Geraldine Maglalnic Director 1/26/00
- ------------------------
Geraldine Maglalnic
/s/ William Nandor Director 1/26/00
- ------------------------
William Nandor
/s/ John Gerber Director 1/26/00
- ------------------------
John Gerber
/s/ Gary Wolf Director 1/26/00
- ------------------------
Gary Wolf
<PAGE>
NEUMAN & DRENNEN, LLC
Temple-Bowron House
1507 Pine Street
Boulder, Colorado 80302
Telephone: (303) 449-2100
Facsimile: (303) 449-1045
January 25, 2000
Premier Concepts, Inc.
3033 South Parker Road, Suite 120
Aurora, Colorado 80014
Ladies and Gentlemen:
We have acted as legal counsel for Premier Concepts, Inc. (the "Company")
in connection with the Company's Registration Statement on Form S-3 (the
"Registration Statement") filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, and the
Prospectus included as a part of the Registration Statement (the
"Prospectus"), relating to 55,000 common stock purchase warrants (the
"Warrants") and 478,334 shares of Common Stock, $.002 par value per share (the
"Common Stock"). The Warrants and the Common Stock are to be offered and sold
by certain selling shareholders of the Company in the manner set forth in the
Registration Statement and Prospectus. The Common Stock is to be issued and
sold by the Company upon exercise of certain warrants and options of the
Company.
In connection therewith, we have examined: (a) the Registration
Statement and the Prospectus included therein, as amended; (b) the Articles of
Incorporation and Bylaws of the Company; and (c) the relevant corporate
proceedings of the Company. In addition to such examination we have reviewed
such other proceedings, documents, and records and have ascertained or
verified such additional facts as we deem necessary or appropriate for
purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company has been legally incorporated and is validly existing
under the laws of the State of Colorado.
2. The Shares, and shares of Common Stock into which the Warrants are
exercisable, upon issuance and payment therefor, as contemplated by
the Registration Statement and Prospectus, will be validly issued,
fully paid, and nonassessable.
3. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the Prospectus. In giving this consent,
we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ David H. Drennen
NEUMAN & DRENNEN, LLC
<PAGE>
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. in 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
January 21, 2000
