UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
SUPERIOR GALLERIES, INC.
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(Name of Issuer)
Common Stock, par value $0.001
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(Title of Class of Securities)
868165 10 1
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(CUSIP Number)
DGSE Companies, Inc. Andreas Pour, Esq.
2817 Forest Lane Sheppard, Mullin, Richter &Hampton LLP
Dallas, Texas 75234 12275 El Camino Real, Suite 200
(972) 484-3662 San Diego, CA 92130
(858) 720-8900
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 6, 2007
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedules including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* 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 ("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).
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CUSIP No. 868165101 13D Page 2 of 4 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DGSE Companies, Inc.
88-0097334
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
SC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
355,000
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 6,533,070 (including 30,000 shares underlying exercisable
options)
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
6,888,070 (including 30,000 shares underlying exercisable
options)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,888,070 (including 30,000 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)
80.0%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 868165101 13D Page 3 of 4 Pages
EXPLANATORY NOTE
DGSE Companies, Inc. has prepared this Amendment No. 1 to the Schedule 13D
originally filed on January 16, 2007 solely to amend Item 7 by incorporating the
exhibits listed therein by reference into the Schedule 13D. No additions or
other changes have been made to the Schedule 13D and accordingly Items 1-6 and
the Schedules have been omitted from this Amendment.
Item 7. Material to be filed as Exhibits.
(1) Amended and Restated Agreement and Plan of Merger and Reorganization,
made and entered into as of January 6, 2007, by and among DGSE Companies, Inc.,
DGSE Merger Corp., Superior Galleries, Inc. and the stockholder agent
(incorporated by reference to Exhibit 2.1 to the Form 8-K filed by DGSE
Companies, Inc. on January 9, 2007).
(2) Support Agreement, including form of Proxies, made and entered into as
of January 6, 2007, by and among DGSE Companies, Inc., Superior Galleries, Inc.
and the Superior Galleries, Inc. stockholders listed on Schedule II hereto
(incorporated by reference to Exhibit 10.8 to the Form 8-K filed by Superior
Galleries, Inc. on January 9, 2007).
(3) Securities Exchange Agreement, made and entered into as of January 6,
2007, by and between DGSE Companies, Inc. and Silvano DiGenova (incorporated by
reference to Exhibit 99.2 to the Form 8-K filed by DGSE Companies, Inc. on
January 9, 2007).
(4) Management Agreement, made and entered into as of January 6, 2007, by
and between DGSE Companies, Inc. and Superior Galleries, Inc. (incorporated by
reference to Exhibit 99.4 to the Form 8-K filed by DGSE Companies, Inc. on
January 9, 2007).
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CUSIP No. 868165101 13D Page 4 of 4 Pages
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.
Dated: January 24, 2007 /s/ Dr. L.S. Smith
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(Signature)
Dr. L.S. Smith
Chairman and CEO
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(Name/Title)
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
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