Unassociated Document

0001144204-10-031599.txt : 20100603 0001144204-10-031599.hdr.sgml : 20100603 20100603122516 ACCESSION NUMBER: 0001144204-10-031599 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20100603 DATE AS OF CHANGE: 20100603 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMITH L S CENTRAL INDEX KEY: 0001162049 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 519 I-30 STREET 2: STE 243 CITY: ROCKWALL STATE: TX ZIP: 75087 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DGSE COMPANIES INC CENTRAL INDEX KEY: 0000701719 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] IRS NUMBER: 880097334 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33619 FILM NUMBER: 10875060 BUSINESS ADDRESS: STREET 1: 2817 FOREST LANE STREET 2: STE 202 CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 9724843662 MAIL ADDRESS: STREET 1: 2817 FOREST LN CITY: DALLAS STATE: TX ZIP: 75234 FORMER COMPANY: FORMER CONFORMED NAME: DALLAS GOLD & SILVER EXCHANGE INC /NV/ DATE OF NAME CHANGE: 19930114 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PACIFIC MINT INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CANYON STATE CORP DATE OF NAME CHANGE: 19860819 SC 13D/A 1 v187263_sc13da.htm Unassociated Document

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 14)

INFORMATION TO BE INCLUDED IN STATEMENTS

FILED PURSUANT

TO §240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§240.13D-2(a)

DGSE COMPANIES, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

23323G106

(CUSIP Number)

Dr. L.S. Smith

519 I 30, Suite 243

Rockwall, Texas

Telephone No.: (972) 772-3091

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 3, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D/A, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that Section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 23323G106 SCHEDULE 13D/A

1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dr. L.S. Smith
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3 SEC USE ONLY
4 SOURCE OF FUNDS N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨:
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF		7 SOLE VOTING POWER 6,404,914 (including 945,634 shares underlying exercisable options)*
SHARES
BENEFICIALLY		8 SHARED VOTING POWER 0
OWNED BY
EACH		9 SOLE DISPOSITIVE POWER 2,847,938 (including 945,634 shares underlying exercisable options)*
REPORTING
PERSON		10 SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,847,938 (including 945,634 shares underlying exercisable options)*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.3% (see Item 5)
14 TYPE OF REPORTING PERSON IN
*	Pursuant to the proxies described herein, Dr. Smith may be considered a member of a “group” with the persons granting those proxies (collectively, the “Grantors” and each, a “Grantor”) for purposes of this Schedule 13D/A. Dr. Smith expressly disclaims beneficial ownership of the 3,556,976 shares of common stock of the issuer held by the Grantors, and expressly disclaims membership in any group with any Grantor. All options held by Dr. Smith are exercisable within 60 days.

Item 1. Security and Issuer.

This statement relates to the common stock, par value $0.01 per share (the “Common Stock”), of DGSE Companies, Inc., a Nevada corporation (the “Issuer”), whose principal executive office is located at 11311 Reeder Road, Dallas, Texas 75229.

Item 2. Identity and Background.

(a) Dr. L.S. Smith.

(b) 519 Interstate 30, Suite 243, Rockwall, Texas 75087.

(c) Dr. Smith is Chairman of the Board of Directors and Chief Executive Officer of the Issuer, the principal executive office of which is located at the address named in Item 1 of this Schedule 13D/A.

(d) During the last five years, Dr. Smith has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Dr. Smith has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in or was subject to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws; or (ii) a finding of any violation with respect to such laws.

(f) Dr. Smith is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration.

Dr. Smith was given irrevocable proxy power over 3,000,000 shares (the “NTR Proxy”) of the common stock of the Issuer, par value $0.01 per share (the “Common Stock”), held by NTR Metals, LLC, a Texas limited liability company (“NTR”) for a period of four (4) years, beginning May 25, 2010 (the “Closing Date”), in return for his grant to NTR of an option (the “Option”) to acquire one million (1,000,000) shares of the Common Stock owned by Dr. Smith (the “Stock Option Shares”). Dr. Smith was given irrevocable proxy power over 310,000 shares (the “Alan-Lee Proxy”) of Common Stock owned by Mr. Craig Alan-Lee, a director of the Issuer (“Mr. Alan-Lee”), for a period of four (4) years, dated May 18, 2010 and effective as of the Closing Date, in return for no consideration. Additionally, Dr. Smith was given irrevocable proxy power over 246,976 shares (the “Oyster Proxy”) of Common Stock owned by Mr. William H. Oyster, an officer and director of the Issuer (“Mr. Oyster”), for a period of four (4) years, dated May 18, 2010 and effective as of the Closing Date, in return for no consideration.

Item 4. Purpose of Transaction.

The NTR Proxy, the Alan-Lee Proxy, and the Oyster Proxy (collectively, the “Proxies”) were obtained for, and are being held for, the purpose of maintaining Dr. Smith’s voting control over a majority of the Common Stock of the Issuer. The Proxies were obtained in connection with the transfer of 3,376,361 shares of Common Stock from Stanford International Bank, Ltd., an entity organized under the laws of Antigua, to NTR and 37 individuals including Mssrs. Oyster and Alan-Lee.

Other than the Proxies, the Option, and the Smith Irrevocable Proxy Agreement, each as discussed herein, Dr. Smith does not have any plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Company; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) changes causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. However, Dr. Smith reserves the right to propose or undertake or participate in any of the foregoing actions in the future.

Item 5. Interest in Securities of Issuer.

(a) As of the date of this report, Dr. Smith beneficially owns 6,404,914 shares (including 945,634 shares underlying exercisable options) of the Issuer’s Common Stock, which in the aggregate, represents 57% of the currently outstanding shares of the Issuer’s Common Stock (for purposes of calculating the percentage, the 945,634 shares subject to Dr. Smith’s exercisable options were assumed to be outstanding). Dr. Smith disclaims beneficial ownership of 3,556,976 of those shares which Dr. Smith has the power to vote pursuant to the Proxies granted by the owners thereof to Dr. Smith, and this report should not be deemed to be an admission that Dr. Smith is the beneficial owner of such shares of Common Stock. Dr. Smith further disclaims membership in any group with the persons granting him the Proxies with respect to those 3,557,276 shares of Common Stock.

The foregoing calculations of percentage ownership are based on 10,290,252 shares of Common Stock outstanding, as reported by the Issuer’s transfer agent on June 2, 2010.

(b) Dr. Smith has sole voting and dispositive power with respect to 2,847,938 shares of the Issuer’s Common Stock (including 945,634 shares underlying exercisable options) and sole voting power and no dispositive power with respect to 3,557,276 shares subject to the Proxies.

Dr. Smith disclaims beneficial ownership of the 3,557,276 shares subject to the Proxies.

(d) Dr. Smith confirms that, except as described herein, he is not aware of any other person with the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of common stock of the Issuer beneficially owned by him.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

NTR granted the NTR Proxy to Dr. Smith in return for the Option, as represented by that certain Irrevocable Proxy to Vote Shares, dated May 25, 2010, by and between NTR and Dr. Smith, a copy of which is attached hereto as Exhibit 99.1. The Option, as represented by that certain Option Contract, dated May 25, 2010, by and between NTR and Dr. Smith, a copy of which is attached hereto as Exhibit 99.2, provides that NTR may acquire the Stock Option Shares at an exercise price of $6.00 per share and the release of Dr. Smith’s personal guaranty of the Issuer’s $1,500,000 line of credit with Texas Capital Bank, N.A. for the first two (2) years following the Closing Date. The Option Contract further provides that if the Option remains unexercised on the second anniversary following the Closing Date, then the exercise price shall increase to $10.00 per share and the release of Dr. Smith’s guaranty of the Issuer’s $1,500,000 line of credit with Texas Capital Bank, N.A. for the third and fourth years following the Closing Date. The NTR Proxy will terminate upon the earlier of (a) NTR’s exercise of the Option, (b) Dr. Smith’s death or the appointment of a legal guardian for Dr. Smith due to incapacity by reason of physical or mental condition, or (c) the fourth anniversary of the Closing Date.

Pursuant to that certain Smith Irrevocable Proxy Agreement, dated May 25, 2010, by and between Dr. Smith and NTR, a copy of which is attached hereto as Exhibit 99.3, Dr. Smith agreed to appoint NTR as Dr. Smith’s irrevocable proxy to vote his Common Stock with respect to any matter regarding the Issuer on which Dr. Smith may be entitled to vote upon the earlier of (a) NTR’s exercise of the Option or (b) Dr. Smith’s death or the appointment of a legal guardian for Dr. Smith due to incapacity by reason of physical or mental condition. If and when executed, the term of this proxy will be for the remainder of the four (4) year period following the Closing Date.

Mr. Alan-Lee granted the Alan-Lee Proxy to Dr. Smith for a period of four (4) years, dated May 18, 2010 and effective as of the Closing Date, in return for no consideration, as represented by that certain Irrevocable Proxy to Vote Shares, dated May 18, 2010 and effective as of the Closing Date, by and between Mr. Oyster and Dr. Smith, a copy of which is attached hereto as Exhibit 99.4. Mr. Oyster granted the Oyster Proxy to Dr. Smith for a period of four (4) years, dated May 18, 2010 and effective as of the Closing Date, in return for no consideration, as represented by that certain Irrevocable Proxy to Vote Shares, dated May 18, 2010 and effective as of the Closing Date, by and between Mr. Oyster and Dr. Smith, a copy of which is attached hereto as Exhibit 99.5. Additionally, the information set forth, or incorporated by reference, in Items 3 through 5 of this Statement is hereby incorporated by reference in this Item 6.

Item 7. Materials to be Filed as Exhibits.

99.1 Irrevocable Proxy to Vote Shares, dated May 25, 2010, by and between NTR Metals, LLC and Dr. L.S. Smith.

99.2 Option Contract, dated May 25, 2010, by and between NTR Metals, LLC and Dr. L.S. Smith.

99.3 Smith Irrevocable Proxy Agreement, dated May 25, 2010, by and between NTR Metals, LLC and Dr. L.S. Smith.

99.4 Irrevocable Proxy to Vote Shares, dated May 18, 2010, by and between Mr. William H. Oyster and Dr. L.S. Smith.

99.5 Irrevocable Proxy to Vote Shares, dated May 18, 2010, by and between Mr. Craig Alan-Lee and Dr. L.S. Smith.

EXHIBITS

Exhibit No.		Description
99.1		Irrevocable Proxy to Vote Shares, dated May 25, 2010
99.2		Option Contract, dated May 25, 2010
99.3		Smith Irrevocable Proxy Agreement, dated May 25, 2010
99.4		Irrevocable Proxy to Vote Shares, dated May 18, 2010
99.5		Irrevocable Proxy to Vote Shares, dated May 18, 2010

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	June 3, 2010
	(Date)

	/s/ Dr. L.S. Smith
	(Signature)

	Dr. L.S. Smith
	(Name and Title)

EX-99.1 2 v187263_ex99-1.htm Unassociated Document

NTR IRREVOCABLE PROXY TO VOTE

SHARES IN

DGSE COMPANIES, INC.

May 25, 2010

This Irrevocable Proxy to Vote Shares (this “Proxy”) is made and entered into effective as of the day of May, 2010 (the “Effective Date”), by and between NTR METALS, LLC, a Texas limited liability company (“NTR”) and DR. L.S. SMITH, an individual and a resident of the State of Texas (“Dr. Smith”).

WHEREAS, NTR has acquired 3,000,000 shares (the “NTR Shares”) of DGSE Companies, Inc., a Nevada Corporation (“DGSE”), from Stanford International Bank, LTD, an entity organized under the laws of Antigua (“SIBL”), pursuant to (i) that certain Purchase and Sale Agreement (and amendment thereto) dated January 27, 2010, by and among DGSE and the court-appointed receiver for SIBL (the “DGSE-SIBL Purchase Agreement”); (ii) that certain Partial Assignment Agreement, dated May , 2010, by and among DGSE and NTR (the “Partial Assignment Agreement”); and (iii) that certain Closing Agreement, dated May , 2010 by and among DGSE, Dr. Smith, and NTR (the “Closing Agreement”).

NOW, THEREFORE, in consideration of the mutual covenants and consideration as described in this Proxy, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

(1) NTR hereby nominates and appoints Dr. Smith as the attorney or proxy to represent NTR and vote the percentage interest in DGSE represented by the NTR Shares and any other votes or voting rights to which it may be entitled by virtue of NTR’s ownership of the Shares, with respect to any matter regarding DGSE on which NTR may be entitled to vote.

(2) This proxy is given voluntarily and without any solicitations by any agent of DGSE. This proxy is irrevocable and coupled with an interest, and will remain in effect as to the Shares for so long as NTR owns the NTR Shares, up to a maximum period of four (4) years from the Effective Date; provided, however that this proxy will terminate upon the occurrence of any of the following certain events (each a “Trigger Event”):

(i) NTR’s exercise of the Option to purchase the Stock Option Shares (as those terms are defined in that certain Option Contract, dated May 25, 2010, by and among DGSE and NTR (the “Option Contract”));

(ii) The death of Dr. Smith; or

(iii) Appointment of a legal Guardian for Dr. Smith due to incapacity by reason of physical or mental condition.

IN WITNESS WHEREOF, the undersigned has signed this proxy on the date above first written.

	NTR METALS, LLC



	By: Name: John R. Loftus
	Title: President

	DR. L.S. SMITH

EX-99.2 3 v187263_ex99-2.htm

Option Contract

This Option Agreement (“Agreement”) is entered into this 25th day of May, 2010, by and between Dr. L.S. Smith, an individual (“Smith” or “Grantor”) and NTR Metals, LLC, a Texas limited liability company (“NTR” or “Grantee”).

WHEREAS, Grantor and Grantee are each parties to that certain Closing Agreement (the “Closing Agreement”), dated as of May 25, 2010, by and between Grantor, Grantee, and DGSE Companies, Inc., a Nevada corporation (“DGSE”); and

WHEREAS, the parties wish to provide a mechanism whereby the Grantee may acquire certain equity interests owned by the Grantor.

NOW, THEREFORE, the parties, for good and valuable consideration the receipt and adequacy of which is hereby acknowledged, do hereby agree as follows:

1. Grant of Option. Grantor does hereby grant to Grantee the option (the “Option”) to purchase from the Grantor 1,000,000 shares of the common stock of DGSE (the “Stock Option Shares”).

2. Right to Exercise. Grantee shall have the right to exercise this option commencing as of the date of Closing (as that term is defined in the Closing Agreement).

3. Exercise Periods and Prices.

(a) Years 1 and 2. In the event that the Grantee exercises the Option during the first two years following the date of Closing (as that term is defined in the Closing Agreement), the exercise price (the “Exercise Price”) payable to the Grantor by the Grantee shall be (i) six dollars ($6.00) per share; AND (ii) the release of the Grantor as guarantor for DGSE’s $1,500,000 line of credit with Texas Capital Bank, N.A.

(b) Years 3 and 4. In the event that the Grantee exercises the Option during the third or fourth years following the date of Closing, the Exercise Price payable to the Grantor by the Grantee shall be (i) ten dollars ($10.00) per share; AND (ii) the release of the Grantor as guarantor for DGSE $1,500,000 line of credit with Texas Capital Bank, N.A.

4. Manner and Method of Exercise.

(a) Notice of Exercise. Grantee shall only exercise the Option in whole, and not in part. Grantee must notify the Grantor of its execution of the Option by delivering this Agreement with the duly executed Notice of Exercise attached hereto.

(b) Option Closing. Subject to the terms and conditions set forth in this Agreement, the parties will make arrangements to transfer the Stock Option Shares on a mutually agreed upon date which will be within sixty (60) days of delivery of the Notice of Exercise (“Closing Date”).

5. Representations and Warranties of Grantor. Grantor represents and warrants to Grantee as follows:

(a)

This Agreement constitutes a valid and binding obligation of Grantor, enforceable against Grantor in accordance with its terms. No consent or approval by any person, entity, officer, director or governmental authority is required in connection with the execution and delivery by Grantor of this Agreement or the consummation of the transactions contemplated hereby, which has not yet been obtained or will be obtained as provided herein.

(b)

Except as otherwise set forth in the Closing Agreement or the Closing Documents (as defined in the Closing Agreement), to the knowledge of Grantor there are no restrictions on the transfer or sale of the Stock Option Shares under any governing documents of DGSE, including the Articles of Incorporation dated September 17, 1965 as amended (“Articles”) and the By-Laws of DGSE dated March 2, 1992 (“By-Laws”) or under any other agreement.

(c)

Grantor represents and warrants that no liability to any broker or agent has been incurred with respect to the payment of any commission relating to this Agreement or the consummation of the transactions contemplated herein and therein.

(d)

Upon the satisfaction of the conditions set forth in Section 6 below and the transfer to Grantee of the Stock Option Shares, Grantee shall receive good, marketable title to the Stock Option Shares, free and clear of any and all liens, claims, encumbrances, pledges, charges and security interests.

(e)

The above representations and warranties of Grantor are true and accurate upon the date of execution of this Agreement and will be true and accurate on the Closing Date.

6. Conditions to Closing. On the Closing Date, the parties shall execute and/or deliver the following:

(a)

Grantee shall make payment in full of the Exercise Price by check or wire transfer of immediately available funds in U.S. Dollars.

(b)

Grantor shall have made arrangements to transfer the Stock Option Shares to Grantee.

(c)

Grantor will reaffirm the representations and warranties set forth in Section 5 of this Agreement.

(d)

Grantee will reaffirm the representations and warranties set forth in Section 7 of the Closing Agreement.

(e)

Grantor shall obtain from DGSE and deliver to Grantee a Certificate (in form and content reasonably satisfactory to Grantee) which Certificate shall confirm that DGSE has complied with its obligations and covenants under Section 10 of the Closing Agreement.

(f)

Acknowledgment by Grantor of the termination of the NTR Irrevocable Proxy.

(g)

Consummation of the Agreement to Execute Smith Proxy.

(h)

Each party shall deliver such legal opinions and other documents as appropriate for compliance with securities laws.

7. Expiration. The Option granted herein shall expire, if unexercised, on the four (4) year anniversary date of Closing.

8. Adjustments. The number of Stock Option Shares covered by this Agreement shall be appropriately adjusted should DGSE make a dividend or distribution, undergo a forward split or a reverse split or otherwise reclassify its shares of common stock.

9. Invalid Provision. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

10. Modification. No change or modification of this Agreement shall be valid unless the same is in writing and signed by all the parties to this Agreement.

11. Successors and Assigns. This agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and assigns.

12. Notice. Any notice, demand, offer, or other written instrument required or permitted to be given, made, or sent hereunder, shall be in writing, signed by the party giving or making the same, and shall be sent by registered mail to all parties hereto, simultaneously, at their respective addresses as reflected in the Company’s records. The date by mailing of any offer, demand, notice or instrument shall be deemed to be the date of such offer, demand, notice or instrument, and shall be effective from such date.

13. Duty to Cooperate. Each party to this Agreement agrees to perform any further acts, and to execute and deliver any documents which may be reasonably necessary to carry out the provisions of this Agreement. Each party hereby directs and authorizes the personal representative of his estate to fulfill and comply with the provisions of, and to sell and transfer his equity interests in compliance with the terms of this Agreement.

14. Agreement Governed by Texas Law. The parties hereto agree that it is their intention, and covenant that this Agreement shall be governed by and construed in accordance with the laws of the State of Texas. The parties shall have the right, but not the obligation, to apply to a court of competent jurisdiction within Dallas County, Texas to enjoin any breach of this Agreement or to seek specific performance of this Agreement. Excepting the right of a party to seek such injunctive relief, all claims, disputes and matters in question arising out of or related to this Agreement, whether sounding in contract, tort or otherwise, shall be resolved by binding arbitration, administered by the American Arbitration Association (“AAA”) pursuant to its then current AAA Commercial Arbitration Rules (“Rules”). The dispute shall be heard and determined by one (1) arbitrator. Within thirty (30) days of the notification of a party’s intent to proceed with arbitration, the parties shall mutually agree upon and designate an arbitrator. If the parties fail to designate an arbitrator within the time specified, then the arbitrator shall be appointed by the AAA. The arbitrator shall decide whether a particular dispute is or is not arbitrable. The costs of the arbitrator shall be divided equally between the parties. Only damages alleged pursuant to this Agreement may be awarded, and the arbitrator shall have no authority to award punitive or exemplary damages, the parties hereby waiving their right, if any, to recover punitive or exemplary damages, either in arbitration or in litigation. The arbitration shall take place in Dallas, Texas. Judgment on the award may be entered in any court having jurisdiction.

15. Attorneys' Fees. In any action at law or in equity to enforce any of the provisions or rights under this Agreement, the unsuccessful party of such litigation, as determined by the Court in a final non-appealable judgment or decree, shall pay the substantially prevailing party or parties all costs, expenses, and reasonable attorneys' fees incurred therein by such party or parties (including, without limitation, such costs, expenses, and fees on any appeals), and if such successful party shall recover judgment in any such action or proceeding, such costs, expenses, and attorneys' fees shall be included as part of such judgment.

Dated May 25, 2010

	NTR METALS, LLC,
	a Texas limited liability company

	By:
		its

	DR. L.S. SMITH,
	an individual


	Dr. L.S. Smith

Notice Of Exercise

The undersigned hereby irrevocably elects to exercise the Option dated _____________ to the extent of purchasing 1,000,000 shares of the common stock of DGSE Companies, Inc. The undersigned hereby further agrees to make payment of $_________ in payment of the aggregate Exercise Price of such equity interests pursuant thereto payable at the time of Closing of the transfer of the Stock Option Shares.

NTR METALS, LLC,
a Texas limited liability company

By:
	its

Dated: _____________

EX-99.3 4 v187263_ex99-3.htm

AGREEMENT TO EXECUTE SMITH IRREVOCABLE PROXY

This Agreement to Exercise Smith Irrevocable Proxy (“Agreement”) is made and entered into effective as of the 25th day of May, 2010 (“Agreement Effective Date”), by and among Dr. L.S. Smith, Individually (“Dr. Smith”) and NTR Metals, LLC, a Texas limited liability company (“NTR”).

WHEREAS, Dr. Smith and NTR are each parties to that certain Closing Agreement of even date herewith (the “Closing Agreement”) by and between Dr. Smith, NTR and DGSE Companies, Inc., a Nevada corporation (“DGSE”). Pursuant to the Closing Agreement, including the agreements and documents identified therein (the “Closing Documents”), NTR acquired 3,000,000 shares of the issued and outstanding capital stock of DGSE (the “NTR Shares”);

WHEREAS, Dr. Smith and NTR are each parties to that certain Option Contract of even date herewith (the “Option Contract”) whereby Dr. Smith granted NTR the option to purchase from Dr. Smith 1,000,000 shares of DGSE (the “NTR Stock Option”), subject to the terms and conditions set forth therein;

WHEREAS, Dr. Smith and NTR are each parties to that certain NTR Irrevocable Proxy to Vote Shares in DGSE Companies, Inc. of even date herewith (the “NTR Proxy”) whereby NTR appointed Dr. Smith as the attorney or proxy to vote the percentage interest in DGSE represented by the NTR Shares with respect to matters regarding DGSE on which NTR may otherwise be entitled to vote the NTR Shares (the “NTR Voting Rights”), subject to the terms and conditions stated therein; and

WHEREAS, as of the Agreement Effective Date, Dr. Smith owns 2,847,938 shares of DGSE, including 945,634 unexercised stock options (the “Smith Shares”). Further, as of the Agreement Effective Date, there are 493,282 shares of DGSE that are subject to proxies (excluding the NTR Proxy) to vote the shares owned by other persons pursuant to which Dr. Smith holds sole voting power (the “Third-Party Proxies”).

WHEREAS, in connection with the Smith Shares and the Proxies, Dr. Smith has voting rights relating to matters regarding DGSE (the “Smith Voting Rights”).

NOW THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Term of Agreement. The term of this Agreement (“Term”) shall be for a period of four (4) years commencing on the Agreement Effective Date.

2. Grant of Right to Smith Voting Rights. As part of the consideration for NTR to enter into and perform its obligations under the Closing Agreement and the Closing Documents, during the Agreement Term, Dr. Smith agrees to grant NTR an irrevocable right to the Smith Voting Rights upon the occurrence of any of the following events (each a “Trigger Event”):

(a)

NTR’s exercise of the NTR Stock Option;

(b)

The death of Dr. Smith; or

(c)

The appointment of a legal Guardian for Dr. Smith due to incapacity by reason of physical or mental condition (“Incapacity”).

3. Smith Proxy. Dr. Smith agrees that within thirty (30) days of the occurrence of a Trigger Event, Dr. Smith (or, if applicable, one of the persons as set forth in Section 4 below) will execute the Smith Irrevocable Proxy to Vote Shares in DGSE Companies, Inc. in the form attached hereto as Exhibit A (the “Smith Proxy”). Upon execution of the Smith Proxy, the Smith Proxy shall remain in effect for the Relevant Proxy Period as set forth therein.

4. Execution of Smith Proxy. In order to confirm such agreement and obligation of Dr. Smith by separate document, Dr. Smith agrees that upon the occurrence of a Trigger Event (in the event that Dr. Smith is incapacitated or otherwise unable to sign the Smith Proxy), Dr. Smith’s legal guardian, executor, representative and/or heirs will sign the attached Smith Proxy.

5. Power of Attorney. In the event that Dr. Smith or his legal guardian, executor, representative and/or heirs fail to execute the Smith Proxy within thirty (30) days of the occurrence of a Trigger Event, Dr. Smith, for himself and on behalf of his legal guardian, executor, representative and/or heirs, hereby grants NTR a power of attorney to execute the Smith Proxy as provided herein.

6. Attorney’s Fees. In the event of litigation arising under this Agreement, the non-prevailing party shall pay the other party’s reasonable attorneys' fees and expenses.

7. Invalid Provision. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

8. Modification. No change or modification of this Agreement shall be valid unless the same is in writing and signed by all the parties to this Agreement.

9. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, guardians, legal representatives, executors, successors, and assigns.

- 2 - -

10. Agreement Governed by Texas Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. The parties shall have the right, but not the obligation, to apply to a court of competent jurisdiction within Dallas County, Texas to enjoin any breach of this Agreement or to seek specific performance of this Agreement. Excepting the right of a party to seek such injunctive relief, all claims, disputes and matters in question arising out of or related to this Agreement, whether sounding in contract, tort or otherwise, shall be resolved by binding arbitration, administered by the American Arbitration Association (“AAA”) pursuant to its then current AAA Commercial Arbitration Rules (“Rules”). The dispute shall be heard and determined by one (1) arbitrator. Within thirty (30) days of the notification of a party’s intent to proceed with arbitration, the parties shall mutually agree upon and designate an arbitrator. If the parties fail to designate an arbitrator within the time specified, then the arbitrator shall be appointed by the AAA. The arbitrator shall decide whether a particular dispute is or is not arbitrable. The costs of the arbitrator shall be divided equally between the parties. Only damages alleged pursuant to this Agreement may be awarded, and the arbitrator shall have no authority to award punitive or exemplary damages, the parties hereby waiving their right, if any, to recover punitive or exemplary damages, either in arbitration or in litigation. The arbitration shall take place in Dallas, Texas. Judgment on the award may be entered in any court having jurisdiction.

IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of the day and year first above written.

	DR. L.S. SMITH, an individual


	Dr. L.S. Smith

	NTR METALS, LLC, a Texas limited
	liability company

	By:
	Name: John R. Loftus
	Title: President

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EX-99.4 5 v187263_ex99-4.htm Unassociated Document

IRREVOCABLE PROXY TO VOTE

SHARES IN

DGSE COMPANIES, INC.

May 18, 2010

This Irrevocable Proxy to Vote Shares (this “Proxy”) is made and entered into effective as of the 18th day of May, 2010 (the “Effective Date”), by and between and DR. L.S. SMITH, a resident of the State of Texas (“Dr. Smith”), and MR. CRAIG ALAN LEE, a resident of the State of California (“Mr. Lee”).

WHEREAS, Mr. Lee has acquired an additional 10,000 shares (the “SIBL Shares”) of the common stock of DGSE Companies, Inc., a Nevada Corporation (“DGSE”), par value $0.01 per share (the “Common Stock”), from Stanford International Bank, LTD, an entity organized under the laws of Antigua (“SIBL”), pursuant to that certain Purchase and Sale Agreement (including any and all amendments thereto) dated January 27, 2010, by and among DGSE and the court-appointed receiver for SIBL; and

WHEREAS, Mr. Lee beneficially owns an aggregate of 310,000 shares of Common Stock (the “Shares”), which includes the SIBL Shares.

NOW, THEREFORE, in consideration of the mutual covenants and consideration as described in this Proxy, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

(1) Mr. Lee hereby nominates and appoints Dr. Smith as the attorney or proxy to represent Mr. Lee and vote the percentage interest in DGSE represented by the Shares and any other votes or voting rights to which Mr. Lee may be entitled by virtue of Mr. Lee’s ownership of the Shares.

(2) This proxy is given voluntarily and without any solicitations by any agent of DGSE. This proxy is irrevocable and coupled with an interest, and will remain in effect as to the Shares for so long as Mr. Lee owns the Shares, up to a maximum period of four (4) years from the Effective Date; provided, however that this proxy will terminate upon the exercise by NTR Metals, LLC, a Texas limited liability company (“NTR”), of the Option to purchase the Stock Option Shares (as those terms are defined in that certain Option Contract, dated May 25, 2010, by and among Dr. Smith and NTR).

IN WITNESS WHEREOF, the undersigned has signed this proxy on the date above first written.

MR. CRAIG ALAN LEE

DR. L.S. SMITH

EX-99.5 6 v187263_ex99-5.htm Unassociated Document

IRREVOCABLE PROXY TO VOTE

SHARES IN

DGSE COMPANIES, INC.

May 18, 2010

This Irrevocable Proxy to Vote Shares (this “Proxy”) is made and entered into effective as of the 18th day of May, 2010 (the “Effective Date”), by and between and DR. L.S. SMITH, a resident of the State of Texas (“Dr. Smith”), and MR. WILLIAM H. OYSTER, a resident of the State of Texas (“Mr. Oyster”).

WHEREAS, Mr. Oyster has acquired an additional 207,361 shares (the “SIBL Shares”) of the common stock of DGSE Companies, Inc., a Nevada Corporation (“DGSE”), par value $0.01 per share (the “Common Stock”), from Stanford International Bank, LTD, an entity organized under the laws of Antigua (“SIBL”), pursuant to that certain Purchase and Sale Agreement (including any and all amendments thereto) dated January 27, 2010, by and among DGSE and the court-appointed receiver for SIBL; and

WHEREAS, Mr. Oyster beneficially owns an aggregate of 245,976 shares of Common Stock (the “Shares”), which includes the SIBL Shares.

NOW, THEREFORE, in consideration of the mutual covenants and consideration as described in this Proxy, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

(1) Mr. Oyster hereby nominates and appoints Dr. Smith as the attorney or proxy to represent Mr. Oyster and vote the percentage interest in DGSE represented by the Shares and any other votes or voting rights to which Mr. Oyster may be entitled by virtue of Mr. Oyster’s ownership of the Shares.

(2) This proxy is given voluntarily and without any solicitations by any agent of DGSE. This proxy is irrevocable and coupled with an interest, and will remain in effect as to the Shares for so long as Mr. Oyster owns the Shares, up to a maximum period of four (4) years from the Effective Date; provided, however that this proxy will terminate upon the exercise by NTR Metals, LLC, a Texas limited liability company (“NTR”), of the Option to purchase the Stock Option Shares (as those terms are defined in that certain Option Contract, dated May 25, 2010, by and among Dr. Smith and NTR).

IN WITNESS WHEREOF, the undersigned has signed this proxy on the date above first written.

MR. WILLIAM H. OYSTER

DR. L.S. SMITH