Registration No. 333-220852
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pre-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
| Nevada | 88-0097344 |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
13220 Preston Road
Dallas, Texas 75240
(972) 587-4049
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
John R. Loftus
Chief Executive Officer
DGSE Companies, Inc.
13220 Preston Road
Dallas, Texas 75240
(972) 587-4049
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
John A. Bonnet III, Esq.
Stewart & Bonnet, LLP
500 N. Akard, Suite 1830
Dallas, Texas 75201
(214) 740-4260
Approximate date of commencement of proposed sale to public: From time to time after the effective date of this registration statement at the discretion of the Selling Stockholder.
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 this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ | |
| Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company x | |
| Emerging Growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
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 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Explanatory Note
DGSE Companies, Inc. (the “Registrant”) is filing this Pre-Effective Amendment No.1 (this “Amendment”) to the Registration Statement on Form S-3, File No. 333-220852 (the “Registration Statement”) as an exhibit-only filing to re-file the Consent of Independent Registered Public Accounting Firm as Exhibit 23.1 to the Registration Statement. Accordingly this Amendment consists solely of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement and Exhibit 23.1. No change has been made to the prospectus or to the balance of Part II of the Registration Statement and those items therefore have been omitted.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
Set forth below is a list of exhibits that are being filed or incorporated by reference into this Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on November 29, 2017.
| DGSE COMPANIES, INC. | |||
| By: | /s/ John R. Loftus | ||
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John R. Loftus Chairman of the Board, |
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Chief Executive Officer, President |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Name |
Title |
Date | ||
| /s/ John R. Loftus | Chairman, Chief Executive Officer, President | November 29, 2017 | ||
| John R. Loftus | (Principal Executive Officer) | |||
| /s/ Bret A. Pedersen | Chief Financial Officer | November 29, 2017 | ||
| Bret A. Pederson | (Principal Financial and Accounting Officer) | |||
| /s/ Joel S. Friedman | Director | November 29, 2017 | ||
| Joel S. Friedman | ||||
| /s/ Alexandra C. Griffin | Director | November 29, 2017 | ||
| Alexandra C. Griffin | ||||
| /s/ Jim R. Ruth | Director | November 29, 2017 | ||
| Jim R. Ruth | ||||
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