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):
June 4, 2012 (May 29, 2012)
DGSE COMPANIES, INC.
(Exact name of registrant as specified in its 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)
(972) 484-3662
(Registrant’s telephone number, including area code)
______________________________________
(Former Name or Former Address, if Changed Since Last Report)
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 4.01. Changes in Registrant’s Certifying Accountant.
(a) DGSE Companies, Inc., a Nevada corporation (the “Registrant”), engaged the accounting firm of Cornwell Jackson and Company, P.C. (“Cornwell Jackson”) on October 11, 2004, to review and audit its financial statements in connection with its public filings with the Securities and Exchange Commission (the “SEC”). After May 18, 2012, Cornwell Jackson provided no further services to the Registrant, and Cornwell Jackson was dismissed by the Registrant’s Board of Directors on May 29, 2012. In order to comply with the requirements of the SEC Practice Section, on June 1, 2012, Cornwell Jackson submitted the notification letter indicating that the client-auditor relationship had ceased, effective May 29, 2012.
No report of Cornwell Jackson on the Registrant’s financial statements for either of the Registrant’s past two fiscal years contained any adverse opinion or disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles.
During the Registrant’s two most recent fiscal years and through and including any interim period preceding Cornwell Jackson’s dismissal by the Registrant’s Board of Directors on May 29, 2012, there were no disagreements with Cornwell Jackson on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Cornwell Jackson, would have caused it to make reference thereto in any report.
Cornwell Jackson, in a letter to the Company dated May 26, 2011 and in connection with its audit of the Registrant’s financial statements included in the Registrant’s Form 10-K for the fiscal year ended December 31, 2010, advised the Registrant that the Registrant did not have the internal controls necessary for the Registrant to develop reliable financial statements (the “Letter”). The Registrant’s Board of Directors discussed the subject matter of the Letter with Cornwell Jackson, and the Registrant has authorized Cornwell Jackson to respond fully to the inquiries of any successor accounting firms concerning the subject matter of the Letter. There were no disagreements with Cornwell Jackson regarding the Letter or the subject matter of the Letter. Other than the Letter, during the Registrant’s two most recent fiscal years and through and including any interim period preceding Cornwell Jackson’s dismissal by the Registrant’s Board of Directors on May 29, 2012, there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K promulgated under the Securities Act of 1933, as amended (“Regulation S-K”)).
The Registrant requested that Cornwell Jackson furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter to the SEC is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) On May 29, 2012, the Registrant engaged the firm of Whitley Penn LLP (“WP”) as the Registrant’s principal independent accountant to audit the Registrant’s financial statements. The members of the Registrant’s Board of Directors unanimously approved the engagement of WP.
Prior to the engagement of WP, neither the Registrant nor any person on the Registrant’s behalf consulted WP regarding either (i) the application of accounting principles to a specified completed or proposed transaction or the type of audit opinion that might be rendered on the Registrant’s financial statements, or (ii) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to such Item) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
Item 7.01. Regulation FD.
On June 4, 2012, the Registrant issued the press release filed as Exhibit 99.1, which is incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
| Exhibit No. | Description |
| 16.1 | Letter from Cornwell Jackson, Inc., dated June 1, 2012 |
| 99.1 | Press Release dated June 4, 2012 |
EXHIBITS
|
Exhibit Number
|
Description |
| 16.1 | Letter from Cornwell Jackson, Inc., dated June 1, 2012 |
| 99.1 | Press Release dated June 4, 2012 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DGSE COMPANIES, INC. | ||
| Date: June 4, 2012 | ||
| By: | /s/William H. Oyster | |
| William H. Oyster | ||
| President | ||
EXHIBIT 16.1
LETTER FROM CORNWELL JACKSON
June 4, 2012
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
We have read Item 4.01(a) of Form 8-K dated May 29, 2012 of DGSE Companies, Inc. and are in agreement with the statements contained in the Form 8-K Item 4.01(a) therein. We have no basis to agree or disagree with other statements of the registrant contained therein.
/s/ Cornwell Jackson
June 4, 2012
Plano, Texas
EXHIBIT 99.1
PRESS RELEASE
DGSE Announces Acceptance of its Plan of Compliance by NYSE MKT LLC
DALLAS, June 4, 2012 (BUSINESS WIRE) -- DGSE Companies, Inc. (the “Company”) announced today that, on May 31, 2012, the Company received notice from the staff of NYSE MKT LLC (the “NYSE MKT” or the “Exchange”) advising the Company that the plan of compliance previously submitted to the NYSE MKT had been approved with an extended compliance date of October 31, 2012.
On April 17, 2012, the Company received notice from the NYSE MKT that it was not in compliance with Section 134 and 1101 of the Company Guide as a result of the Company’s inability to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2011. Additionally, the Company has not filed its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012. The Company was afforded an opportunity to submit a plan of compliance to the Exchange, and on May 1, 2012 the Company presented its plan to the Exchange. On May 31, 2012, the Exchange notified the Company that it accepted the Company’s plan of compliance and granted the company an extension until October 31, 2012 to regain compliance with the continued listing standards. The Company will be subject to the periodic review by the staff of the Exchange during the extension period. Failure to make progress consistent with the plan or to regain compliance with the continued listing standards by the end of the extension period could result in the Company being delisted from the Exchange. DGSE management fully expects to execute the plan within the time frame prescribed by the Exchange.
About DGSE Companies, Inc.
DGSE Companies, Inc. wholesales and retails jewelry, diamonds, fine watches, and precious metal bullion and rare coin products through its Bullion Express, Charleston Gold & Diamond Exchange, Dallas Gold & Silver Exchange, Southern Bullion Coin & Jewelry and Superior Gold & Diamond Exchange operations. DGSE also owns Fairchild International, Inc., one of the largest vintage watch wholesalers in the country. In addition to its retail facilities in Alabama, California, Florida, Georgia, Illinois, North Carolina, South Carolina, Tennessee and Texas, the Company operates internet websites which can be accessed at www.bullionexpress.com, www.dgse.com, www.cgdeinc.com and www.sbcoin.com. Real-time price quotations and real-time order execution in precious metals are provided on another DGSE website at www.USBullionExchange.com. Wholesale customers can access the full vintage watch inventory through the restricted site at www.FairchildWatches.com.
The Company is headquartered in Dallas, Texas and its common stock trades on the NYSE MKT 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, 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. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release. In addition to the results presented in accordance with Generally Accepted Accounting Principles throughout this press release. DGSE has presented non-GAAP financial measures such as EBITDA. The Company believes that these non-GAAP measures, viewed in addition to and not in lieu of the Company’s reported GAAP results, provide useful information to investors because they are an integral part of the Company’s internal evaluation of operating performance. In addition, they are measures that DGSE uses to evaluate management’s effectiveness. DGSE’s non-GAAP financial measures may not be comparable to similarly titled measures presented by other companies.
Investor relations contact: William H. Oyster, 800.527.5307.