-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IRMEpFRsWWYHv0+9eGLaDmszgwxyXwQxxOZK/HuYDj0hb9SSfWs9NNvT1WWwM4r5 LgWxLvwfy855wtgOGMZFeg== 0001010549-04-000600.txt : 20040916 0001010549-04-000600.hdr.sgml : 20040916 20040916103327 ACCESSION NUMBER: 0001010549-04-000600 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040916 DATE AS OF CHANGE: 20040916 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMITH L S CENTRAL INDEX KEY: 0001162049 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 519 1-30 STREET 2: STE 243 CITY: ROCKWALL STATE: TX ZIP: 75087 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-33619 FILM NUMBER: 041032959 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 1 dgsesc13dsmith091604.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 11 )(1) DGSE COMPANIES, INC, - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK $ .01 PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 23323G106 - -------------------------------------------------------------------------------- (CUSIP Number) Dr. L.S. SMITH 519 I 30 SUITE 243 ROCKWALL. TEXAS 75087 - 972-772-3091 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) SEPTEMBER 16, 2004 - -------------------------------------------------------------------------------- (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, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 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 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 13D Page 1 of 2 Pages ________________________________________________________________________________ 1 NAME 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) [_] ________________________________________________________________________________ 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 OF AMERICA ________________________________________________________________________________ _________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 2,569,031 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,825,749 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,569,031 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.1% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 23323G106 13D Page 2 of 2 Pages ________________________________________________________________________________ Item 1. Security and Issuer. DGSE COMPANIES, INC. - COMMON STOCK $ .01 PAR VALUE 2817 FOREST LANE DALLAS, TEXAS 75234 ________________________________________________________________________________ Item 2. Identity and Background. (a) Dr. L.S. SMITH (b) 519 INTERSTATE 30, # 243, ROCKWALL, TEXAS 75087 (c) CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER DGSE COMPANIES, INC. - 2817 FOREST LANE, DALLAS, TEXAS 75234 (d) No (e) No (f) UNITED STATES OF AMERICA ________________________________________________________________________________ Item 3. Source and Amount of Funds or Other Consideration. N/A ________________________________________________________________________________ Item 4. Purpose of Transaction. This transaction reflects the granting to the reporting person of voting proxies on shares of Common Stock of the issuer owned by nine individuals. These shareholders have granted a voting proxy to the reporting person because this will allow the issuer to be treated as a "Controlled Company" under rule 4350(c) of The NASDAQ Stock Market. While the proxy permits the reporting person the right to vote on any corporate matter, there are no specific current plans requiring the exercise of the granted proxies. Futher more, there are no plans or proposals relating to the granting of these proxies with regard to any events specified in sub Items(a) through (j) of this Item 4. ________________________________________________________________________________ Item 5. Interest in Securities of the Issuer. (a) The shares subject to the grant of the proxies combined with the shares owned directly by the reporting person represents 52.1 percent of the total shares of Common Stock outstanding of the issuer. (b) The reporting person holds 1,825,749 shares directly for which he has sole voting and dispositive powers and 743,282 shares subject to proxies which he has sole voting powers. The nine persons granting the voting proxies continue to hold sole dispositive power on their shares. (c) There have been no transactions in the last 60 days. (d) The nine persons granting the voting proxies continue to hold sole dispositive power on their shares and retain the right to receive any dividends paid by the issuer. (e) N/A ________________________________________________________________________________ Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The nine individual holders of Common Stock of the issuer have granted the reporting person an irrevocable proxy relating to shares individually owned for periods ranging from one to three years. As such the reporting person has the right for the term of these proxies to vote such shares on any matter that may legally come before any meeting of shareholders or through any consent of the shareholders. ________________________________________________________________________________ Item 7. Material to be Filed as Exhibits. Exhibits 1.0 through 9.0 Voting Proxies ________________________________________________________________________________ SIGNATURE 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. September 16, 2004 ---------------------------------------- (Date) /S/ Dr. L.S. Smith ---------------------------------------- (Signature) Dr. L.S. Smith Chairman & C.E.O. ---------------------------------------- (Name/Title) Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). EXHIBIT 1.0 PROXY FOR VOTIING SHARES OF THE COMMON STOCK OF DGSE COMPANI'ES, INC. The undersigned, as record and beneficial owner of 100,000 Shares of the common stock of DGSE Companies, Inc., a Nevada corporation (the "Company"), hereby constitutes and appoints Dr. L. S. Smith as proxy for the undersigned, to vote and otherwise represent all of the shares of the undersigned for the transaction of any business that may legally come before any meeting of the shareholders of the Company, any adjournment thereof or otherwise through any consent action of shareholders, with the same effect as if the undersigned were present and voting the shares. This Proxy shall be irrevocable for a term. of one year from the date of execution of this proxy. DATE: September 1, 2004 /s/ Roberta Shifrin - ------------------- (Signature) EXHIBIT 2.0 PROXY FOR VOTIING SHARES OF THE COMMON STOCK OF DGSE COMPANI'ES, INC. The undersigned, as record and beneficial owner of 150,000 Shares of the common stock of DGSE Companies, Inc., a Nevada corporation (the "Company"), hereby constitutes and appoints Dr. L. S. Smith as proxy for the undersigned, to vote and otherwise represent all of the shares of the undersigned for the transaction of any business that may legally come before any meeting of the shareholders of the Company, any adjournment thereof or otherwise through any consent action of shareholders, with the same effect as if the undersigned were present and voting the shares. This Proxy shall be irrevocable for a term. of one year from the date of execution of this proxy. DATE: September 1, 2004 /s/ Barry M. Zwick - ------------------ (Signature) EXHIBIT 3.0 PROXY FOR VOTIING SHARES OF THE COMMON STOCK OF DGSE COMPANI'ES, INC. The undersigned, as record and beneficial owner of 11,500 Shares of the common stock of DGSE Companies, Inc., a Nevada corporation (the "Company"), hereby constitutes and appoints Dr. L. S. Smith as proxy for the undersigned, to vote and otherwise represent all of the shares of the undersigned for the transaction of any business that may legally come before any meeting of the shareholders of the Company, any adjournment thereof or otherwise through any consent action of shareholders, with the same effect as if the undersigned were present and voting the shares. This Proxy shall be irrevocable for a term. of three years from the date of execution of this proxy. DATE: August 26, 2004 /s/ John Benson - --------------- (Signature) EXHIBIT 4.0 PROXY FOR VOTIING SHARES OF THE COMMON STOCK OF DGSE COMPANI'ES, INC. The undersigned, as record and beneficial owner of 20,000 Shares of the common stock of DGSE Companies, Inc., a Nevada corporation (the "Company"), hereby constitutes and appoints Dr. L. S. Smith as proxy for the undersigned, to vote and otherwise represent all of the shares of the undersigned for the transaction of any business that may legally come before any meeting of the shareholders of the Company, any adjournment thereof or otherwise through any consent action of shareholders, with the same effect as if the undersigned were present and voting the shares. This Proxy shall be irrevocable for a term. of three years from the date of execution of this proxy. DATE: August 26, 2004 /s/ Jane Fernicola - ------------------ (Signature) EXHIBIT 5.0 PROXY FOR VOTIING SHARES OF THE COMMON STOCK OF DGSE COMPANI'ES, INC. The undersigned, as record and beneficial owner of 320,000 Shares of the common stock of DGSE Companies, Inc., a Nevada corporation (the "Company"), hereby constitutes and appoints Dr. L. S. Smith as proxy for the undersigned, to vote and otherwise represent all of the shares of the undersigned for the transaction of any business that may legally come before any meeting of the shareholders of the Company, any adjournment thereof or otherwise through any consent action of shareholders, with the same effect as if the undersigned were present and voting the shares. This Proxy shall be irrevocable for a term. of three years from the date of execution of this proxy. DATE: August 26, 2004 /s/ Craig Alan-Lee - ------------------ (Signature) EXHIBIT 6.0 PROXY FOR VOTIING SHARES OF THE COMMON STOCK OF DGSE COMPANI'ES, INC. The undersigned, as record and beneficial owner of 46,167 Shares of the common stock of DGSE Companies, Inc., a Nevada corporation (the "Company"), hereby constitutes and appoints Dr. L. S. Smith as proxy for the undersigned, to vote and otherwise represent all of the shares of the undersigned for the transaction of any business that may legally come before any meeting of the shareholders of the Company, any adjournment thereof or otherwise through any consent action of shareholders, with the same effect as if the undersigned were present and voting the shares. This Proxy shall be irrevocable for a term. of three years from the date of execution of this proxy. DATE: August 26, 2004 /s/ S.E. Smith - -------------- (Signature) EXHIBIT 7.0 PROXY FOR VOTIING SHARES OF THE COMMON STOCK OF DGSE COMPANI'ES, INC. The undersigned, as record and beneficial owner of 33,100 Shares of the common stock of DGSE Companies, Inc., a Nevada corporation (the "Company"), hereby constitutes and appoints Dr. L. S. Smith as proxy for the undersigned, to vote and otherwise represent all of the shares of the undersigned for the transaction of any business that may legally come before any meeting of the shareholders of the Company, any adjournment thereof or otherwise through any consent action of shareholders, with the same effect as if the undersigned were present and voting the shares. This Proxy shall be irrevocable for a term. of three years from the date of execution of this proxy. DATE: August 26, 2004 /s/ S.E. Smith\Cust for Mathew W. Smith - --------------------------------------- (Signature) EXHIBIT 8.0 PROXY FOR VOTIING SHARES OF THE COMMON STOCK OF DGSE COMPANI'ES, INC. The undersigned, as record and beneficial owner of 23,900 Shares of the common stock of DGSE Companies, Inc., a Nevada corporation (the "Company"), hereby constitutes and appoints Dr. L. S. Smith as proxy for the undersigned, to vote and otherwise represent all of the shares of the undersigned for the transaction of any business that may legally come before any meeting of the shareholders of the Company, any adjournment thereof or otherwise through any consent action of shareholders, with the same effect as if the undersigned were present and voting the shares. This Proxy shall be irrevocable for a term. of three years from the date of execution of this proxy. DATE: August 26, 2004 /s/ S.E. Smith/Cust. For Trevor Johnson - --------------------------------------- (Signature) EXHIBIT 9.0 PROXY FOR VOTIING SHARES OF THE COMMON STOCK OF DGSE COMPANI'ES, INC. The undersigned, as record and beneficial owner of 38,615 Shares of the common stock of DGSE Companies, Inc., a Nevada corporation (the "Company"), hereby constitutes and appoints Dr. L. S. Smith as proxy for the undersigned, to vote and otherwise represent all of the shares of the undersigned for the transaction of any business that may legally come before any meeting of the shareholders of the Company, any adjournment thereof or otherwise through any consent action of shareholders, with the same effect as if the undersigned were present and voting the shares. This Proxy shall be irrevocable for a term. of three years from the date of execution of this proxy. DATE: August 26, 2004 /s/ William H. Oyster - --------------------- (Signature) -----END PRIVACY-ENHANCED MESSAGE-----