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Filed Pursuant to Rule 424(b)(3)
Relating to Registration Statement No. 333-19901
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 February 11, 2000.
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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.
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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.
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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.
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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.
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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.
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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
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NAME AND ADDRESS OF
BENEFICIAL OWNER NUMBER NUMBER NUMBER (1) PERCENT
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<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>
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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.
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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.
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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 3
Risk Factors 5
Where You Can Find More
Information 11
Forward-Looking Statements 12
Use of Proceeds 12
Selling Shareholder 14 Prospectus
Plan of Distribution 15
Description of Securities 16
Legal Matters 20
Experts 20 February 11, 2000
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