8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 5, 2010 (January 27, 2010)

DGSE COMPANIES, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	1-11048	88-0097334
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11311 Reeder Rd., Dallas, Texas	75229
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (972) 484-3662

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry into a Material Definitive Agreement.

On January 27, 2010, DGSE Companies, Inc.(“DGSE”) and Stanford International Bank, LTD (‘SIBL”), which is the beneficial owner of a significant equity interest in DGSE, a primary lender to a wholly owned subsidiary of DGSE and subject to certain agreements with DGSE and its Chairman,  entered into definitive agreements whereby  SIBL will terminate all agreements, will convert all of its debt, interest and other expenses and  will sell all of its equity interests including common stock and warrants to DGSE or its assignees.

Stanford and its affiliates, including SIBL are under receivership, and, accordingly, the transaction is subject to the approval of the United States District Court for the Northern District of Texas which has jurisdiction for the assets of SIBL. The agreements also contain other closing conditions including, but not limited to the receipt of all United States governmental and regulatory approvals, if any, the receipt of third party approvals, consents and/or waivers as may be required in connection with the transaction and compliance with United States regulatory and governmental requirements, including proof acceptable to the Company, that upon transfer to the purchaser or its assignees that they will receive title to the Securities free and clear of all liens. It is anticipated that additional 8-K’s may be filed upon the occurrence of material events related to this matter.

As a result of the transaction, it is anticipated that the immediate shares outstanding of the Company will be reduced by all or part of approximately 3,400,000 held by SIB and over $10,000,000 in obligations owed by a subsidiary of DGSE to SIBL will be eliminated.

Item 8.01 Other Events

On February 5, 2010 the Company issued a press release announcing the execution of the foregoing purchase and conversion agreements. A copy of this press release is furnished as Exhibit 99.1

Item 9.01 Financial Statement and Exhibits

     (a) Not applicable.

     (b) Not applicable.

     (c) Not applicable.

     (d) Exhibits.

      99.1  Press release issued by DGSE Companies, Inc. date February 5, 2010.

-1-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DGSE COMPANIES, INC.
Date:  February 5, 2010	By:	/s/ Dr. L.S. Smith
		Dr. L.S. Smith
		Chairman & Chief Executive Officer

EXHIBIT INDEX

Exhibit
Number	Exhibit Title
99.1	Press Release of DGSE Companies, Inc. dated February 5, 2010, announcing that DGSE and Stanford International Bank, LTD (‘SIBL”), which is the beneficial owner of a significant equity interest in DGSE, a primary lender to a wholly owned subsidiary of DGSE and subject to certain agreements with DGSE and its Chairman,  entered into definitive agreements whereby  SIBL will terminate all agreements, will convert all of its debt, interest and other expenses and  will sell all of its equity interests including common stock and warrants to DGSE or its assignees.

EX-99.1

DGSE COMPANIES, INC. EXECUTES DEFINITIVE

AGREEMENTS TO ACQUIRE ALL EQUITY INTERESTS, AND TO

ELIMINATE ALL DEBT, HELD BY STANFORD INTERNATIONAL

BANK

DALLAS, TX - February 5, 2010.  DGSE Companies, Inc. (NYSE Amex: “DGSE”), reported today that it had executed definitive agreements with the Receiver of Stanford International Bank, Ltd. (“SIB”) that provide for SIB to convert all of its related debt, accrued interest and other expenses into DGSE common stock, thereby eliminating the entire obligation, and DGSE or its assignees to acquire all of the equity interests owned by SIB . The agreements also terminate all existing agreements between the Company and SIB.

The transaction is subject to the approval of the United States District Court for the Northern District of Texas, Dallas Division, as well as other closing conditions as set forth in a Form 8-K which will be filed by the Company simultaneously herewith.  It is anticipated that additional Form 8-Ks will be filed upon the occurrence of material events related to this matter

William Oyster, President of DGSE said, “We are extremely pleased to have been able to enter into agreements that, if approved by the Court, will eliminate all of the issues related to SIB. Over the last year we have dealt with this institutional uncertainty by streamlining our operations and refocusing our efforts. At the conclusion of this process we will be leaner and more efficient and our financial statements will be stronger and more flexible."

DGSE Companies, Inc. wholesales, retails and auctions jewelry, diamonds, fine watches, and precious metal bullion and rare coin products to domestic and international customers through its Dallas Gold and Silver Exchange, Charleston Gold and Diamond Exchange, Superior Galleries operations as well as through the internet. DGSE also owns Fairchild International, Inc., one of the largest vintage watch wholesalers in the country.  In addition to its retail facilities in Dallas and Euless, Texas, Charleston, South Carolina and Woodland Hills, California, the Company operates live Internet auctions which can be accessed at www.dgse.com and through Superior Galleries' website at www.sgbh.com. Real-time price quotations and real-time order execution in precious metals are provided on another DGSE web site at www.USBullionExchange.com. Wholesale customers can access our full vintage watch inventory through the restricted site at www.FairchildWatches.com. DGSE also purchases precious metals, rare coins, watches, diamonds and jewelry through www.Americangoldandsilverexchange.com, www.SuperiorEstateBuyers.com and over 900 supporting websites. Through www.SuperiorPreciousMetals.com, we provide precious metals and rare coin investing and trading opportunities all across the United States.

The Company is headquartered in Dallas, Texas and its common stock trades on NYSE Amex Exchange under the symbol “DGSE”.

This press release includes statements which may constitute “forward-looking" statements, usually containing the words "believe", "estimate", “project", "expect" or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, uncertainty regarding approval of the Court of the transaction with SIB, continued acceptance of the Company's products and services in the marketplace, competitive factors, dependence upon third-party vendors, and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission.