DGSE DGSE Companies Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2015 (August 4, 2015)


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

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 3.01.    Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 10, 2015, DGSE Companies, Inc. (“DGSE”) submitted a notice to the NYSE MKT LLC (the “MKT”) stating that DGSE is not in compliance with the MKT’s continued listing standards as set forth in the NYSE MKT Company Guide (the “Company Guide”).  Specifically, Section 802(h) of the Company Guide provides that 50% of the members on the board of directors of each listed company that is a smaller reporting company must be independent directors as defined in Section 803A of the Company Guide. Due to the resignation of Bruce A. Quinnell and Dennis A. McGill from the Board of Directors of DGSE (the “Board”), as described in more detail in Item 5.02 below, who had each served as one of the three independent directors of the Board, DGSE currently fails to comply with the board independence composition requirement due to one of the two vacancies.  Section 802(b) of the Company Guide provides that DGSE may regain compliance with the requirement by the earlier of its next annual shareholders’ meeting or one year from the occurrence of the event that caused the failure to comply with this requirement and DGSE intends to regain compliance within such cure period.

DGSE also notified the MKT that it is currently out of compliance with Section 803B(2)(c) of the Company Guide, regarding having an audit committee of at least two members, each of whom satisfies the independence standards.  Due to the resignation by Bruce A. Quinnell and Dennis A. McGill from the Board of Directors of DGSE, as described in more detail in Item 5.02 below, who had each served as members of DGSE’s audit committee, DGSE is currently out of compliance with Section 803B(2)(c) of the Company Guide until such time as the Board of Directors elects at least one new independent director who is appointed to the audit committee.  Section 803B(6)(b) of the Company Guide provides that DGSE may regain compliance with the requirement by the earlier of its next annual shareholders’ meeting or one year from the occurrence of the event that caused the failure to comply with this requirement and DGSE intends to regain compliance within such cure period.

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Bruce A. Quinnell has tendered notice of his resignation, effective as of August 4, 2015, as Lead Independent Director and Chairman of the Compliance, Governance and Nominating Committee to the Board of Directors of DGSE and the other committees of the Board on which he served.

Dennis A. McGill has tendered notice of his resignation, effective as of August 6, 2015, as a member of the Board of Directors of DGSE and Chairman of the Audit Committee to the Board of Directors of DGSE and the other committees of the Board on which he served.

James D. Clem has tendered notice of his resignation, effective as of September 15, 2015, as Chairman of the Board, Chief Executive Officer and President of DGSE and as a member of the Board of Directors of DGSE.

DGSE is currently engaged in a search to fill the Chief Executive Officer role, as well as the two independent director seats.

A press release issued by DGSE describing the foregoing is attached hereto as Exhibit 99.1.

Item 9.01.    Financial Statements and Exhibits.

d.        Exhibits

99.1      Press Release dated August 10, 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.

EXHIBIT INDEX

Exhibit 99.1

DGSE Companies Announces Management and Board Departures

DALLAS--(BUSINESS WIRE)--August 10, 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 James D. “Dusty” Clem has tendered his resignation from the positions of Chairman, President and Chief Executive Officer of DGSE Companies, Inc., to be effective September 15, 2015. Mr. Clem has held these positions since April of 2014. Mr. Clem is leaving to pursue other opportunities, and no replacement has been named at this time.

“DGSE would like to thank Dusty for his many contributions to the Company, and wish him the best in his future endeavors,” stated C. Brett Burford, Chief Financial Officer of DGSE. “We have begun the search for a new leader that will continue DGSE’s efforts to create profitable, long-term growth for our shareholders. During this transitional time, we expect no impact on our ability to service our customers at the store level and create a positive jewelry, bullion and numismatic buying, and selling, experience.”

Two members of DGSE’s Board of Directors, Bruce A. Quinnell and Dennis A. McGill, have also tendered their resignations from the board, effective August 4, 2015 and August 6, 2015, respectively. Mr. Quinnell and Mr. McGill both leave the board due to personal reasons, unrelated to Mr. Clem’s resignation. Neither Mr. Quinnell nor Mr. McGill has any disagreements or disputes with the Company or its management. Both were first elected to the board in June 2014, and were re-elected at the June 2015 Annual Meeting of Shareholders.

The Company is currently engaged in a search to fill the Chief Executive role, as well as the two independent director seats. Mr. Clem will work with the Company in his remaining time to facilitate a smooth transfer of his responsibilities.

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.
C. Brett Burford, 972-587-4021
Chief Financial Officer
investorrelations@dgse.com