-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E3lwRkK7psLW18z1Cl5N0a7XCRcgssOMAZyth/7+tLcOZwAZ5smM1zotScyzWNCw aQaXtiaDLU0qZhWuvIENPA== 0001019687-06-001123.txt : 20060511 0001019687-06-001123.hdr.sgml : 20060511 20060511122750 ACCESSION NUMBER: 0001019687-06-001123 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060331 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060511 DATE AS OF CHANGE: 20060511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUPERIOR GALLERIES INC CENTRAL INDEX KEY: 0001091539 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-JEWELRY, WATCHES, PRECIOUS STONES & METALS [5094] IRS NUMBER: 352208007 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-27121 FILM NUMBER: 06828948 BUSINESS ADDRESS: STREET 1: 9478 WEST OLYMPIC BLVD STREET 2: # CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-203-9855 MAIL ADDRESS: STREET 1: 9478 WEST OLYMPIC BLVD STREET 2: N/A CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: TANGIBLE ASSET GALLERIES INC DATE OF NAME CHANGE: 19991229 8-K/A 1 superior_8ka-051106.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (AMENDMENT NO. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): MARCH 31, 2006 SUPERIOR GALLERIES, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) DELAWARE - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-27121 35-2208007 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 9478 WEST OLYMPIC BOULEVARD, BEVERLY HILLS, CALIFORNIA 90212 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (310) 203-9855 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 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. below): |_| 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 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT. As described in a Current Report on Form 8-K for March 31, 2006, on that date the registrant entered into a Prepayment Agreement with the John Wesley English Living Trust. The disclosures set forth in Item 1.02 of the Form 8-K for March 31, 2006 are hereby revised and restated as set forth below. On March 31, 2006, the registrant entered into a Prepayment Agreement with the John Wesley English Living Trust pursuant to which the registrant satisfied its indebtedness to the Trust by (1) applying the accounts receivable from the sale of one million dollars ($1,000,000) of rare and collectible coins to the John Wesley English Living Trust, (2) delivering a check in the amount of $850,000 and (3) delivering a check in the amount of $9,682.19, constituting accrued interest through March 31, 2006. The parties further agreed that the Trust would waive fifty thousand dollars ($50,000) of the principal amount of indebtedness in consideration of the registrant prepaying the indebtedness. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. Not applicable. (b) PRO FORMA FINANCIAL INFORMATION. Not applicable. (c) EXHIBITS. Exh. No. Description -------- ----------- 10.1 Prepayment Agreement dated March 31, 2006. 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. Dated: May 10, 2006 SUPERIOR GALLERIES, INC. By: /s/ Silvano DiGenova ------------------------------------- Silvano DiGenova, Chief Executive Officer EXHIBITS FILED WITH THIS REPORT ON FORM 8-K Number Description ------ ----------- 10.1 Prepayment Agreement dated March 31, 2006 EX-10.1 2 superior_8ka-ex1001.txt PREPAYMENT AGR EXHIBIT 10.1 PREPAYMENT AGREEMENT THIS PREPAYMENT AGREEMENT ("Agreement") is made this 31st day of March, 2006, by and between SUPERIOR GALLERIES, INC,. a Delaware corporation ("Borrower") and the JOHN WESLEY ENGLISH LIVING TRUST (the "Trust"), with respect to the following facts: R E C I T A L S A. The Trust is the successor to John Wesley English, who made certain loans to the Borrower's predecessor-in-interest. As a result of those loans and the succession by the Trust to the liabilities, obligations and rights of John Wesley English, the Borrower is now indebted to the Trust in the principal amount of $1,900,000, plus interest of $9,682.19 as of March 31, 2006 (the "Indebtedness"). The Borrower is presently obligated to make monthly payments with respect to such Indebtedness, with the entire unpaid balance being due and payable September 1, 2006 (the "Maturity Date"). B. The parties desire that the entire balance of the Indebtedness be paid in the manner set forth herein, and that in connection therewith the Borrower shall be released from any further obligation with respect to the Indebtedness. A G R E E M E N T NOW, THEREFORE, in consideration of the foregoing recitals and the agreements to the parties contained herein, the parties do hereby agree as follows: 1. PAYMENT. On or before March 31, 2006, Borrower shall: (a) Deliver to the Trust rare and collectible coins ("Coins") having a value, determined as set forth below, of One Million Dollars ($1,000,000); (b) Deliver to the Trust a certified or cashier's check in the amount of $850,000; and (c) Deliver to the Trust a check in the amount of $9,682.19, constituting accrued interest through March 31, 2006. 2. VALUATION OF COINS. The Coins shall be valued at their wholesale value as determined by a valuation performed by Mr. Kevin Lipton. Each of the parties agrees to accept the valuation placed on the Coins in this manner. 3. WAIVER AND RELEASE. The Trust agrees that effective upon its receipt of the consideration described Section 1 above, the Indebtedness shall be paid in full, and upon such receipt the Trust waives, releases and forever discharges Borrower from any remaining obligations under or liability with respect to the Indebtedness, which shall, accordingly, then be conclusively considered to have been paid in full. The parties agree that the Trust's waiver of Fifty Thousand Dollars ($50,000) of the principal amount of Indebtedness shall be in consideration of the Company's agreement to prepay the Indebtedness at the time and in the manner described herein. Accordingly, the Trust agrees that all security interests it holds in collateral provided by the Borrower with respect to the Indebtedness are terminated, and the Trust authorizes the Borrower to file appropriate termination statements in all jurisdictions in which such security interests are of record. The Trust further agrees that all guarantees with respect to the Indebtedness are terminated as a result of the payments made pursuant to Section 1 above. 4. MISCELLANEOUS. (a) GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California. (b) COUNTERPARTS. This Agreement may be executed in two counterparts, which taken together shall be deemed a single instrument. Executed copies of this Agreement may be delivered by facsimile transmission, and delivery by such means shall have the same effect as delivery of the executed original agreement. (c) ENTIRE AGREEMENT. This Agreement includes the entire agreement of the parties concerning the subject matter hereof, and supersedes all prior discussions or agreements concerning such subject matter. (d) AUTHORIZATION. Each of the parties hereby represents that such party has been fully authorized by all necessary corporate or trust action, as appropriate, in connection with the execution, delivery and performance of this Agreement, and that this Agreement therefore constitutes such party's valid, binding and enforceable agreement. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the dates indicated opposite their names below. BORROWER: Dated: March 31, 2006 SUPERIOR GALLERIES, INC, a Delaware corporation By: /s/ Paul Song ----------------------------------- Paul Song, Vice President TRUST: Dated: March 31, 2006 JOHN WESLEY ENGLISH LIVING TRUST By: /s/ Michael Verna ------------------------------------ Michael Verna, Trustee -----END PRIVACY-ENHANCED MESSAGE-----