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): October 29, 2015 (October 23, 2015)


DGSE COMPANIES, INC.
(Exact name of Registrant as specified in its charter)

Nevada

1-11048

88-0097334

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)



15850 Dallas Parkway, Suite 140
Dallas, Texas 75248
(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, including area code: (972) 587-4049

Not Applicable
(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.):

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

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

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

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

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

C. Brett Burford has tendered notice of his resignation, effective as of November 4, 2015, as a member of the Board of Directors and as Chief Financial Officer of DGSE Companies, Inc. (“DGSE”).

In order to fill the vacancy created by Mr. Burford’s resignation, on October 29, 2015, the Board of Directors elected Nabil J. Lopez as a member of the Board of Directors and to the position of Chief Financial Officer of DGSE effective as of November 4, 2015.  Mr. Lopez, age 46, is currently DGSE’s Senior Vice President and Controller. Mr. Lopez has been with DGSE since September of 2012, and prior to DGSE served as Director of Financial Reporting and Internal Controls for Zale Corporation, a leading national retailer of jewelry and watches. Prior to joining Zale, Mr. Lopez was a Senior Manager in the accounting and auditing services division of KPMG LLP from 2007 through 2009.  Mr. Lopez holds a B.B.A. in Accounting from the University of Texas at Arlington, from which he graduated cum laude.  Mr. Lopez is a certified public accountant in the state of Texas.

Pursuant to the offer letter dated October 29, 2015 by and between DGSE and Mr. Lopez (the “Offer Letter”), Mr. Lopez will receive an annual gross salary of $225,000, with a performance bonus of up to 25% of his annual gross salary. In connection with his employment, Mr. Lopez will be entitled to participate in any equity compensation grants for senior management, commensurate or exceeding what other members of senior management of DGSE receive. Mr. Lopez is also entitled to participate in any and all benefit plans of DGSE in which he is eligible.

The above description of the Offer Letter is a summary and is qualified in its entirety by the Offer Letter itself, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Other than the Offer Letter, there is no arrangement or understanding pursuant to which Mr. Lopez was selected as a director and officer of DGSE and there are no family relationships between Mr. Lopez and the other directors or executive officers of the Company. Since the beginning of DGSE’s last fiscal year, Mr. Lopez has not had any transactions or currently proposed transactions in which Mr. Lopez was or is to be a participant in amounts greater than $120,000 and in which any related person had or will have a direct or indirect material interest.

A press release issued by DGSE describing the items set forth above is attached hereto as Exhibit 99.1.

Item 9.01.

 

Financial Statements and Exhibits.

 
d. Exhibits
 

10.1     Offer Letter by and between DGSE and Nabil J. Lopez dated October 29, 2015

99.1     Press Release dated October 29, 2015

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.

 
 

 

 

By:

/s/ MATTHEW M. PEAKES

Matthew M. Peakes

Chief Executive Officer

 

Date:

October 29, 2015

EXHIBIT INDEX

Exhibit

Number

Description

 

10.1

Offer Letter by and between DGSE and Nabil J. Lopez dated October 29, 2015

99.1

Press Release dated October 29, 2015

Exhibit 10.1

October 29, 2015

Nabil:

On behalf of the Board of Directors of DGSE Companies, Inc. (the “Board”), I am pleased to offer you the positions of Chief Financial Officer and Secretary of the Board at DGSE Companies, Inc.  This position will report directly to the Chief Executive Officer.

The Board would like to extend to you the following compensation and benefits, beginning on your effective date, November 5, 2015:

Vacation: 20 days per year
401(k): Available the 90 days following initial employment date
Health Insurance: Blue Cross Blue Shield
Dental Insurance: Met Life
Life and Disability Insurance: MetLife
Short and Long Term Disability
Sick leave

Accepting this offer of employment, you certify your understanding that your employment will be on an at-will basis, and that neither you, the Board, any shareholders, nor any third party has entered into any other contract regarding the terms or duration of your employment. As an at-will employee, either you or DGSE will be free to terminate your employment with the company at any time, with or without cause or advance notice. We look forward to your continued success at DGSE and are confident that you will continue to play a critical role in our company’s future.

If you have any questions, please feel free to contact me at 972-587-4023.

Sincerely,



Matthew Peakes
Chief Executive Officer

Accept Job Offer
By signing and dating this letter below, I, Nabil J. Lopez, accept this job offer of Chief Financial Officer and Secretary of the Board, by DGSE Companies, Inc.



Signature :____/s/ NABIL J. LOPEZ___________________________ Date:___ 10/29/15__________

Decline Job Offer
By signing and dating this letter below, I, Nabil J. Lopez, decline this job offer of Chief Financial Officer and Secretary of the Board, by DGSE Companies, Inc.



Signature:_________________________________ Date:_____________

Exhibit 99.1

DGSE Companies Announces CFO Transition

DALLAS--(BUSINESS WIRE)--October 29, 2015--DGSE Companies, Inc. (NYSE MKT: DGSE) (“DGSE” or “the Company”), a leading wholesaler and retailer of jewelry, diamonds, fine watches, and precious metal bullion and rare coin products, today announced that C. Brett Burford has tendered his resignation from the positions of Chief Financial Officer, and Director of DGSE Companies, Inc., to be effective November 4, 2015. Mr. Burford has accepted the position of Chief Financial Officer of Eyemart Express, LLC, a national retailer of prescription eyewear. Mr. Burford has been Chief Financial Officer of DGSE since August of 2012, and a director of the Company since April 2014.

“DGSE would like to thank Brett for his many significant contributions to the Company, during a critical time in the Company’s history. DGSE wishes him continued success in this next stage of his career,” stated Matthew Peakes, Chief Executive Officer and Chairman of DGSE.

The Company also announced that its Board of Directors has named Nabil J. Lopez, currently the Company’s Senior Vice President and Controller, to replace Mr. Burford in the position of Chief Financial Officer. Mr. Lopez, has also been elected to replace Mr. Burford on the Company’s Board of Directors. Mr. Lopez has been with the Company since September of 2012, and prior to DGSE served as Director of Financial Reporting and Internal Controls for Zale Corporation, a leading national retailer of jewelry and watches. Mr. Lopez is a Certified Public Accountant in the state of Texas, and also has previously worked with the Dallas-based offices of KPMG LLP, Deloitte & Touche LLP, and Ernst & Young LLP.

“We are extremely excited to have Nabil Lopez step into the CFO role at DGSE,” continued Mr. Peakes. “Nabil has an exceptional professional background, and has been a critical part of the rebuilding of DGSE’s accounting, financial reporting and internal control functions in the wake of the Company’s 2012 restatement. Nabil brings great leadership and technical capabilities, and will provide strong continuity within the accounting and finance function at DGSE.”

On October 9, 2015 the Company also announced that J. Marcus Scrudder had been elected to the Board of Directors, and on October 16, 2015 the Company announced that Douglas J. Lattner had been elected to the Board. Mr. Scrudder is currently the President and Owner of Heartland Cabinetry and Furniture, Inc., and was previously Chief Executive Officer and Chief Financial Officer of Craftmade International, a NASDAQ-traded producer of ceiling fans, lighting and outdoor furniture. Mr. Lattner is a retired Principal and Vice Chairman of Deloitte & Touche LLP, and former Chairman and CEO of Deloitte Consulting LLP.

The Board has determined that both Mr. Scrudder and Mr. Lattner meet the definition of “independent director” for the purposes of the NYSE MKT and Securities and Exchange Commission (“SEC”) rules, and meet all other requirements of the NYSE MKT and SEC for the purposes of serving on the Audit Committee, the Compensation Committee, and the Compliance, Governance and Nominating Committee.

The Company is currently engaged in a search to fill one remaining independent director role, as well as to fill the Controller role that Mr. Lopez will vacate as he moves into the CFO role.

About DGSE Companies

DGSE Companies, Inc. wholesales and retails jewelry, diamonds, fine watches, and precious metal bullion and rare coin products through its Charleston Gold & Diamond Exchange, Chicago Gold & Diamond Exchange (formerly Bullion Express), and Dallas Gold & Silver 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 Illinois, South Carolina, and Texas, the Company operates websites which can be accessed at www.dgse.com , and www.cgdeinc.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.

CONTACT:
DGSE Companies, Inc.
Matthew M. Peakes, 972-587-4021
CEO and Chairman
investorrelations@dgse.com