SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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,
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(Name of Issuer)
COMMON STOCK $ .01 PAR VALUE
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(Title of Class of Securities)
23323G106
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(CUSIP Number)
Dr. L.S. SMITH
519 I 30 SUITE 243
ROCKWALL. TEXAS 75087 - 972-772-3091
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 16, 2004
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(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)
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(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
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(Date)
/S/ Dr. L.S. Smith
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(Signature)
Dr. L.S. Smith
Chairman & C.E.O.
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(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
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(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
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(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
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(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
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(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
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(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
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(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
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(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
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(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
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(Signature)