UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): JANUARY 24, 2006
SUPERIOR GALLERIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-27121 35-2208007
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(Commission File Number) (IRS Employer Identification No.)
9478 WEST OLYMPIC BOULEVARD, BEVERLY HILLS, CALIFORNIA 90212
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(Address of Principal Executive Offices) (Zip Code)
(310) 203-9855
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On January 24, 2006, Superior Galleries, Inc., (the "Company") issued a
press release announcing its financial results for its fiscal year 2006 second
quarter and the six-months period ended December 31, 2005. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K. On
January 24, 2006, the Company also hosted a public conference call featuring a
presentation by senior management that included a discussion of the Company's
results of operations and financial condition as of and for the fiscal quarter
and six months ended December 31, 2005. The full transcript of the conference
call is attached as Exhibit 99.2 to this Current Report on Form 8-K.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On January 25, 2006, the Board of Directors of the Company appointed
Silvano DiGenova as the acting chief financial officer of the Company and
Lawrence F. Abbott as the acting secretary of the Company to serve in their
respective offices until the appointments of their replacements.
On April 10, 2002 the Company executed a subordinated note payable to Mr.
DiGenova bearing interest at 9% per annum with quarterly installment payments of
$150,000 plus interest. No principal payments had been made through February
2003. On February 14, 2003, the terms of the note were modified to provide for
repayment of principal in the amount of $50,000 per quarter commencing on
September 30, 2003 and for interest to be paid monthly. As of the December 31,
2005 the outstanding balance was $700,000 and all interest payments were paid to
date and continue to be paid current on a monthly basis. The principal
repayments that were due on December 31, 2005, September 30, 2005, June 30, 2005
and March 31, 2005 were not paid when due, but Mr. DiGenova has agreed to
further extend the due dates for these payments to March 31, 2006. During the
six month period ended December 31, 2005, the note was reduced by $50,000.
Mr. DiGenova, age 43, currently serves as the Company's chairman of the
board, chief executive officer and a director. He has served in these positions
since the time the Company's corporate predecessor was formed in 1984. Mr.
DiGenova has also served as the Company's acting chief financial officer from
September 2002 through December 2002. Mr. DiGenova founded TIA, which would
later become the Company in 1977. Mr. DiGenova has extensive experience in the
numismatic and fine arts fields. In 1986, Mr. DiGenova helped form the
Professional Coin Grading Service, the first widely accepted uniform grading
system for rare coins. Mr. DiGenova attended the Wharton School of Business at
the University of Pennsylvania for four years. However, Mr. DiGenova left
Wharton in his fourth year to develop TIA, the Company's predecessor, and did
not obtain a degree from Wharton.
Mr. Abbott, age 42, currently serves as the Company's chief sales officer
and executive vice president. Mr. Abbott has served in this role since June
2005. Mr. Abbott has over twenty years of experience in management roles in
numismatic sales and marketing, and executive management. Prior to joining the
Company, Mr. Abbott held various sales and management positions including, most
recently, executive vice president, at Heritage Rare Coin Galleries, a
privately-held rare coin dealer and auctioneers from May 1999 to May 2005.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION. Not applicable.
(c) SHELL COMPANY TRANSACTIONS. Not applicable.
(d) EXHIBITS.
Exh. No. Description
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99.1 Press release dated January 24, 2006, titled "Superior
Galleries Reports Second-Quarter Results"
99.2 Transcript of the Superior Galleries Fiscal 2006
Second-Quarter Earnings Conference Call
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: January 26, 2006 SUPERIOR GALLERIES, INC.
By: /s/ Silvano DeGenova
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Silvano DiGenova
Chairman, Chief Executive Officer and
Acting Chief Financial Officer
EXHIBITS FILED WITH THIS REPORT ON FORM 8-K
Number Description
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99.1 Press release dated January 24, 2006, titled "Superior Galleries
Reports Second-Quarter Results"
99.2 Transcript of the Superior Galleries Fiscal 2006 Second-Quarter
Earnings Conference Call