<PAGE> 1
As Filed With the Securities and Exchange Commission on April 11, 2000
Registration No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
COLLECTORS UNIVERSE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0846191
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1936 DEERE STREET, SANTA ANA, CALIFORNIA 92705
(Address of Principal Executive Offices) (Zip Code)
-----------------
CONSULTANT NONQUALIFIED PLAN
(Full titles of the plans)
-----------------
David G. Hall, Chief Executive Officer
Collectors Universe, Inc.
1936 Deere Street
Santa Ana, California 92705
(Name and address of agent for service)
(949) 567-1234
(Telephone number, including area code, of agent for service)
Copy to:
Ben A. Frydman, Esq.
Stradling Yocca Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
(949) 725-4000
PAGE 1 OF 7 PAGES
EXHIBIT INDEX ON PAGE 7
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Aggregate Amount of
To Be Registered Registered(1) Per Share Offering Price Registration Fee
- ------------------- ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value 1,175,700 shares (2) $3,397,773(2) $897.00
</TABLE>
(1) Includes additional shares of Common Stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the Consultant
Nonqualified Plan (the "Consultant Nonqualified Plan").
(2) In accordance with Rule 457(h), the aggregate offering price of
1,175,700 shares of Common Stock registered hereby which would be issued
upon exercise of options granted under the Consultant Nonqualified Plan
is based upon the per share exercise price of such options, the weighted
average of which is approximately $2.89 per share.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) The Company's Prospectus (File No. 333-86449) as filed with the
Securities and Exchange Commission (the "Commission") on November 5, 1999,
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
"Securities Act");
(b) The Company's Quarterly Reports on Form 10-Q as filed with the
Commission on December 2, 1999 and February 11, 2000;
(c) The Company's Current Report on Form 8-K, as filed with the
Commission on March 21, 2000; and
(d) The description of the Registrant's Common Stock that is contained
in the Registrant's Registration Statement on Form 8-A filed under Section 12 of
the Exchange Act on November 1, 1999, including any amendment or report filed
for the purpose of updating that description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents, except as to any portion of any future annual
or quarterly report to stockholders or document that is not deemed filed under
such provisions. For the purposes of this registration statement, any statement
in a document incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement modifies or supersedes a statement in such document. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws provide that the Company will indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by the General Corporation Law of the State of Delaware
(the "DGCL"). The Company believes that indemnification under its Bylaws covers
at least negligence and gross negligence by indemnified parties, and permits the
Company to advance litigation expenses in the case of stockholder derivative
actions or other actions, against an undertaking by the indemnified party to
repay such advances if it is ultimately determined that the indemnified party is
not entitled to indemnification. The Company maintains liability insurance for
its officers and directors.
In addition, the Company's Certificate of Incorporation provides that,
pursuant to the DGCL, its directors shall not be liable for monetary damages for
breach of the directors' fiduciary duty to the Company and its stockholders.
This provision in the Certificate of Incorporation does not eliminate the
directors' fiduciary duty, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under the DGCL. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Company for acts
or omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under the DGCL. The provision also does not affect
a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.
The Company has entered into separate indemnification agreements with
its directors and officers. These agreements require the Company, among other
things, to indemnify them against liabilities that may arise by reason of their
status or service as directors or officers (other than liabilities arising from
actions not taken in good faith or in a manner the indemnitee believed to be
opposed to the best interests of the Company), and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified. Insofar as indemnification for liabilities arising under the
Securities Act, may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
3
<PAGE> 4
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
Number Description
------ -----------
<S> <C>
4.1 Consultant Nonqualified Plan.
5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation,
counsel to the Registrant.
23.1 Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation
(see Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on signature page to this Registration
Statement).
</TABLE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if the information required to be included in a post-effective amendment
by these paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the
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<PAGE> 5
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newport Beach, State of California, on the 11th
day of April, 2000.
COLLECTORS UNIVERSE, INC.
By: /s/ GARY N. PATTEN
----------------------------------------
Gary N. Patten, Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Collectors Universe, Inc.,
do hereby constitute and appoint Gary N. Patten any David G. Hall, or either of
them, our true and lawful attorneys and agents, to sign for us or any of us in
our names and in the capacities indicated below, any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents required in
connection therewith, and to do any and all acts and things in our names and in
the capacities indicated below, which said attorneys and agents, or either of
them, may deem necessary or advisable to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with this
Registration Statement; and we do hereby ratify and confirm all that the said
attorneys and agents, or either of them, shall do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ GARY N. PATTEN President and Chief Financial Officer April 11, 2000
- ----------------------------------- (Principal Financial and
GARY N. PATTEN Accounting Officer)
/s/ DAVID G. HALL Chief Executive Officer, April 11, 2000
- ----------------------------------- Chairman of the Board
DAVID G. HALL and Director (Principal Executive Officer)
/s/ STEPHEN H. MAYER Senior Vice President and April 11, 2000
- ----------------------------------- Director
STEPHEN H. MAYER
/s/ VAN D. SIMMONS Director April 11, 2000
- -----------------------------------
VAN D. SIMMONS
/s/ ARMEN VARTIAN Director April 11, 2000
- -----------------------------------
ARMEN VARTIAN
/s/ ROGER W. JOHNSON Director April 11, 2000
- -----------------------------------
ROGER W. JOHNSON
/S/ LOUIS M. CRAIN Director April 11, 2000
- -----------------------------------
LOUIS M. CRAIN
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Number Description Page Number
- ------ ----------- -----------
<S> <C> <C>
4.1 Supplier Nonqualified Plan.
5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional
Corporation, counsel to the Registrant.
23.1 Consent of Stradling Yocca Carlson & Rauth, a
Professional Corporation (see Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on signature page to this
Registration Statement
</TABLE>
<PAGE> 1
EXHIBIT 4.1
COLLECTORS UNIVERSE, INC.
CONSULTANT NONQUALIFIED PLAN
This CONSULTANT NONQUALIFIED PLAN (the "Plan") is hereby established by
Collectors Universe, Inc., a Delaware corporation (the "Company"), as of March
1, 1999 (the "Effective Date").
1.1 PURPOSES. The purposes of the Plan are (a) to enhance the Company's
ability to attract and retain the services of qualified suppliers, experts and
consultants and other service providers (collectively, "Service Providers") upon
whose judgment, initiative and efforts the successful conduct and development of
the Company's business largely depends, and (b) to provide additional incentives
to such persons or entities to devote their utmost effort and skill to the
advancement and betterment of the Company, by providing them an opportunity to
participate in the ownership of the Company and thereby have an interest in the
success and increased value of the Company.
1.2 NONQUALIFIED OPTIONS. Service Providers are eligible to receive
Nonqualified Options under the Plan. "Nonqualified Option" means any option to
purchase Common Stock of the Company issued pursuant to this Plan that is not an
Incentive Option as defined in Section 422 of the Code. Nonqualified Options
shall be granted via a written agreement in substantially the form of Exhibit A
or Exhibit B hereto (the "Nonqualified Option Agreements"). Each Option
Agreement shall be in such form and contain such additional terms and
conditions, not inconsistent with the provisions of this Plan, as the Company
shall, from time to time, deem desirable, including, without limitation, the
imposition of any rights of first refusal and resale obligations upon any shares
of Common Stock acquired pursuant to a Nonqualified Option Agreement. Each
Nonqualified Option Agreement may be different from each other Nonqualified
Option Option Agreement.
1.3 SHARES SUBJECT TO THE PLAN. A total of 1,175,700 shares of Common
Stock may be issued under the Plan. For purposes of this limitation, in the
event that (a) all or any portion of any Option granted or offered under the
Plan can no longer under any circumstances be exercised, or (b) any shares of
Common Stock are reacquired by the Company pursuant to a Nonqualified Option
Agreement, the shares of Common Stock allocable to the unexercised portion of
such Nonqualified Option, or the shares so reacquired, shall again be available
for grant or issuance under the Plan.
1.4 VESTING AND EXERCISE OF OPTIONS. Each Option shall vest and become
exercisable in one or more installments at such time or times and subject to
such conditions, including without limitation the achievement of specified
performance goals or objectives, as shall be determined by the Company.
1.5 PLAN TERMINATION. Unless the Plan shall theretofore have been
terminated, the Plan shall terminate on the tenth (10th) anniversary of the
Effective Date and no Nonqualified Options may be granted under the Plan
thereafter, but Nonqualified Option Agreements then outstanding shall continue
in effect in accordance with their respective terms.
<PAGE> 2
EXHIBIT A
CONSULTANT NONQUALIFIED OPTION AGREEMENT
This NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is entered
into as of ________, _____, by and between COLLECTORS UNIVERSE, INC., a Delaware
corporation (the "Company"), and ________________ (the "Optionee"), pursuant to
the authorization of CU's Board of Directors.
1. GRANT OF OPTION. The Company hereby grants to Optionee a non -
forfeitable option (the "Option") which shall entitle Optionee to purchase all
or any portion of a total of _________________ (_______) shares of the Common
Stock, par value $.001 per share, of the Company (the "Shares"), at a purchase
price of ______ Dollars ($_____) per share (the "Exercise Price") and on the
terms and subject to the conditions that are set forth in this Agreement. This
Option is intended to constitute a nonqualified stock option and not an
incentive stock option within the meaning of the Internal Revenue Code.
2. VESTING OF OPTION.
(a) The right to exercise this Option shall vest and, as a
result, this Option shall become exercisable as follows:
-----------------------
- -------------------------------------------------------------------------------.
(b) Optionee and the Company are on this date entering into a
Supplier Agreement (the "Supplier Agreement") pursuant to which Optionee will be
consigning rare coins and related collectibles and materials ("Consigned
Collectibles") to the Company, or its subsidiaries, for sale by the Company or
such subsidiaries to third party purchasers and collectors. Notwithstanding
Paragraph 2(a) above, for each _______________ dollars ($________) of gross
revenues (as hereinafter defined) generated by the Company's sales of coins and
related materials consigned to the Company by Optionee, pursuant to the Supplier
Agreement, prior to _________, ____, this Option shall become exercisable shall
vest and become exercisable with respect to ____________ (_____) of the Shares;
so that, for example, if the gross revenues generated from sales by the Company
or any subsidiary thereof of Consigned Collectibles were to total $_________ at
the end of one year, $_________ at the end of the second year and $_________ at
the end of the third year, then, this Option would vest as to _______ of the
Shares on the first anniversary of the date hereof, and an additional ______ of
the Shares on the second and third anniversaries, respectively, of the date
hereof. If, on the other hand, any portion of the Option does not become vested
prior to ________, ____, pursuant to the provisions of this Paragraph 2(b), then
the unvested portion of this Option shall nevertheless vest and shall become
exercisable pursuant to the provisions of Paragraph 2(a) above.
(c) Notwithstanding any termination of the Supplier Agreement or
any failure to generate the gross revenues set forth in Paragraph 2(b) above,
this Option shall vest, with respect to any of the unvested Shares, as of
________, ____, and in all other respects this Agreement and the Option granted
hereunder shall remain in full force and effect for its remaining term.
(d) For purposes hereof the term "gross revenue" shall mean the
sum total of (i) the actual hammer prices paid (excluding any buyer's fee) to
the Company for coins consigned by Optionee for auction sale and sold by the
Company pursuant to and during the term of the Supplier Agreement, and (ii) the
actual sales prices paid to the Company for any Consigned Collectibles consigned
by Optionee for gallery sale and sold by the Company, pursuant to and during the
term of the Supplier Agreement.
3. TERM OF OPTION. Optionee's right to exercise this Option shall
terminate upon the expiration of ten (10) years from the date of this Agreement.
No portion of this Option may be exercised
<PAGE> 3
after the termination of this Option. This Option shall not terminate as a
result of any termination, whether by the Company or Optionee, of the Supplier
Agreement.
4. EXERCISE OF OPTION. On or after the vesting of any portion of this
Option in accordance with Section 2 or Section 9 hereof, and until the right to
exercise this Option terminates in accordance with Section 3 above, any portion
of this Option which has become vested, may be exercised in whole or in part by
the Optionee (or, after his or her death, by the person designated in Section 5
below) upon delivery of the following to the Company at its principal executive
offices:
(a) a written notice of exercise which identifies this Agreement
and states the number of Shares then being purchased (but no fractional Shares
may be purchased);
(b) a check or cash in the amount of the Exercise Price;
(c) a letter, if requested by the Company, in such form and
substance as the Company may require, setting forth the investment intent of the
Optionee, or person designated in Section 5 below, as the case may be; and.
(d) a signed Stockholders Agreement in substantially the form of
Exhibit B hereto unless, at the time of such exercise, the Common Stock of the
Company is registered under Section 12(b) or 12(g) under the Securities Act of
1934, as amended.
5. DEATH OF OPTIONEE; NO ASSIGNMENT. The rights of the Optionee under
this Agreement may not be assigned or transferred except by will or by the laws
of descent and distribution, and during the lifetime of the Optionee, may be
exercised only by such Optionee. Any attempt to sell, pledge, assign,
hypothecate, transfer or dispose of this Option in contravention of this
Agreement shall be void and shall have no effect. If Optionee should die during
the term of the Option, but before having exercised this Option in full as a
result of his death, and provided Optionee's rights hereunder shall have vested
pursuant to Section 2 hereof, Optionee's legal representative, his or her
legatee, or the person who acquired the right to exercise this Option by reason
of the death of the Optionee (individually, a "Successor") shall succeed to the
Optionee's rights and obligations under this Agreement. After the death of the
Optionee, only a Successor may exercise this Option.
6. REPRESENTATIONS AND WARRANTIES OF OPTIONEE.
(a) Optionee represents and warrants that this Option is being
acquired by Optionee for Optionee's personal account, for investment purposes
only, and not with a view to the distribution, resale or other disposition
thereof.
(b) Optionee acknowledges that the Company may issue Shares upon
the exercise of the Option without registering such Shares under the Securities
Act of l933, as amended (the "Securities Act"), on the basis of certain
exemptions from such registration requirement. Accordingly, Optionee agrees that
his or her exercise of the Option may be expressly conditioned upon his or her
delivery to the Company of an investment certificate including such
representations and undertakings as the Company may reasonably require in order
to assure the availability of such exemptions, including a representation that
Optionee is acquiring the Shares for investment and not with a present intention
of selling or otherwise disposing thereof and an agreement by Optionee that the
certificates evidencing the Shares may bear a legend indicating such
non-registration under the Securities Act and the resulting restrictions on
transfer. Optionee acknowledges that, because Shares received upon exercise of
an Option may be unregistered, Optionee may be required to hold the Shares
indefinitely unless they are subsequently registered for resale under the
Securities Act or an exemption from such registration is available.
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<PAGE> 4
7. RESTRICTIVE LEGENDS.
(a) Optionee hereby acknowledges that federal securities laws
and the securities laws of the state in which he or she resides may require the
placement of certain restrictive legends upon the Shares issued upon exercise of
this Option, and Optionee hereby consents to the placing of any such legends
upon certificates evidencing the Shares as the Company, or its counsel, may deem
necessary or advisable.
(b) In addition, all stock certificates evidencing the Shares
shall be imprinted with the restrictive legends set forth in the Stockholders
Agreement referenced above and with any other restrictive legend that may be
required by law.
8. ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE. In the event that the
outstanding shares of Common Stock of the Company are hereafter increased or
decreased or changed into or exchanged for a different number or kind of shares
or other securities of the Company by reason of a recapitalization, stock split,
combination of shares, reclassification, stock dividend or other change in the
capital structure of the Company, then appropriate adjustment shall be made by
the Company to the aggregate number and kind of shares subject to the
unexercised portion of this Option and to the Exercise Price per share, in order
to preserve, as nearly as practical, but not to increase, the benefits of the
Optionee under this Option.
9. CHANGE IN CONTROL. In the event of a Change in Control (as defined in
Exhibit A hereto) of the Company, (i) the vesting of this Option pursuant to
Section 2 above shall automatically accelerate immediately prior to the
consummation of such Change in Control, and (ii) the Company may take one or
more of the following actions: (A) provide for the purchase or exchange of this
Option for an amount of cash or other property having a value equal to the
difference, or spread, between (x) the value of the cash or other property that
the Optionee would have received pursuant to such Change in Control transaction
in exchange for the shares issuable upon exercise of this Option had this Option
been exercised immediately prior to such Change in Control transaction and (y)
the Exercise Price, (B) adjust the terms of this Option in a manner determined
by the Company to reflect the Change in Control, (C) cause this Option to be
assumed, or new rights substituted therefor, by another entity, through the
assumption of this Option, or the substitution for this Option of a new option
of comparable value covering shares of a successor corporation, with appropriate
adjustments as to the number and kind of shares and Exercise Price, in which
event this Option, or the new option substituted therefor, shall continue in the
manner and under the terms so provided, or (D) make such other provision as the
Company may consider equitable. Except to the extent that the Company arranges
for the continuation of this Option or its assumption, in connection with any
such Change of Control, upon consummation of the of the Change in Control, this
Option shall terminate. The Company shall cause written notice of any proposed
Change of Control transaction to be given to the Optionee not less than fifteen
(15) days prior to the anticipated effective date of the proposed transaction,
provided that the failure to give such notice shall not affect the validity or
effectiveness of any such Change of Control.
10. NO INDEPENDENT CONTRACTOR OR EMPLOYMENT RELATIONSHIP CREATED.
Neither the granting of this Option nor the exercise hereof shall be construed
as granting to the Optionee any right with respect to continuation of the
Supplier Agreement or of any other independent contractor or employment
relationship or arrangement between Optionee and the Company. The Company shall
have the right, at any time, with or without cause, to terminate the Supplier
Agreement, and any other relationship or arrangement relating to the provision
of services by Optionee, either as an independent contractor or employee, to the
Company that may exist in the future.
11. RIGHTS AS SHAREHOLDER. The Optionee (or transferee of this option by
will or by the laws of descent and distribution) shall have no rights as a
shareholder with respect to any Shares covered by
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<PAGE> 5
this Option until the date of the issuance of a stock certificate or
certificates to him for such Shares, notwithstanding the exercise of this
Option.
12. INTERPRETATION AND ENTIRE AGREEMENT.
(a) The Board of Directors of the Company (the "Board"), or any
Committee thereof so empowered by the Board, shall interpret and construe this
Option, and any action, decision, interpretation or determination made in good
faith by the Board or such Committee shall be final and binding on the Company
and the Optionee.
(b) This Agreement constitutes the entire agreement between the
parties with respect to the subject-matter of this Agreement and supersedes any
other prior or contemporaneous agreements (either written or oral) between the
parties relating to the grant of the Option as contemplated by this Agreement
and the other matters set forth in this Agreement.
13. NOTICES. Any notice, demand or request required or permitted to be
given under this Agreement shall be in writing and shall be deemed given when
delivered personally or three (3) days after being deposited in the United
States mail, as certified or registered mail, with postage prepaid, and
addressed, if to the Company, at its principal place of business, Attn: the
Chief Financial Officer, and if to the Optionee, at his or her most recent
address as shown in the Company's employment or stock records.
14. ANNUAL REPORTS. During the term of this Agreement, the Company will
furnish to the Optionee copies of all annual financial and informational reports
that the Company distributes generally to its shareholders; provided, however,
that nothing herein shall require the Company to furnish copies of any reports
to the Optionee that it does not furnished generally to its shareholders.
15. GOVERNING LAW. The validity, construction, interpretation, and
effect of this Option shall be governed by and determined in accordance with the
laws of the State of Delaware.
16. SEVERABILITY. Should any provision or portion of this Agreement be
held to be unenforceable or invalid for any reason, the remaining provisions and
portions of this Agreement shall be unaffected by such holding.
17. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall be deemed one and the same instrument.
18. CALIFORNIA CORPORATE SECURITIES LAW. The sale of the shares that are
the subject of this Agreement has not been qualified with the Commissioner of
Corporations of the State of California and the issuance of such shares or the
payment or receipt of any part of the consideration therefor prior to such
qualification is unlawful, unless the sale of such shares is exempt from such
qualification by Section 25100, 25102 or 25105 of the California Corporate
Securities Law of l968, as amended. The rights of all parties to this Agreement
are expressly conditioned upon such qualification being obtained, unless the
sale is so exempt.
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<PAGE> 6
EXHIBIT A
DEFINITION OF CHANGE IN CONTROL
CHANGE IN CONTROL. The term "Change in Control" shall mean (i) the
acquisition, directly or indirectly, by any person or group (within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of the
beneficial ownership of securities of the Company possessing more than fifty
percent (50%) of the total combined voting power of all outstanding securities
of the Company; (ii) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction in which the holders of the
outstanding voting securities of the Company immediately prior to such merger or
consolidation hold, in the aggregate, securities possessing more than fifty
percent (50%) of the total combined voting power of all outstanding voting
securities of the surviving entity immediately after such merger or
consolidation; (iii) a reverse merger in which the Company is the surviving
entity but in which securities possessing more than fifty percent (50%) of the
total combined voting power of all outstanding voting securities of the Company
are transferred to or acquired by a person or persons different from the persons
holding those securities immediately prior to such merger; (iv) the sale,
transfer or other disposition (in one transaction or a series of related
transactions) of all or substantially all of the assets of the Company; or (v)
the approval by the shareholders of a plan or proposal for the liquidation or
dissolution of the Company.
<PAGE> 7
EXHIBIT B
FORM OF EXPERT NONQUALIFIED OPTION AGREEMENT
This NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is entered
into as of __________, _____ by and between COLLECTORS UNIVERSE, INC., a
Delaware corporation (the "Company"), and ___________ (the "Optionee"), pursuant
to the authorization of CU's Board of Directors.
1. GRANT OF OPTION. The Company hereby grants to Optionee a non -
forfeitable option (the "Option") which shall entitle Optionee to purchase all
or any portion of a total of _____________ (_____) shares (the "Shares") of the
Common Stock, par value $.001 per share, of the Company at a purchase price of
______ Dollars ($_____) per share (the "Exercise Price") and on the terms and
subject to the conditions that are set forth in this Agreement. This Option is
intended to constitute a nonqualified stock option and not an incentive stock
option within the meaning of the Internal Revenue Code.
2. VESTING OF OPTION.
(a) The right to exercise this Option shall vest and, as a
result, this Option shall become exercisable as follows:
------------------------
- -------------------------------------------------------------------------------.
(b) Optionee and the Company are on this date entering into a
______________ Experts Agreement (the "Services Agreement") pursuant to which
Optionee will be providing certain __________ Information (as defined in that
Agreement) to the Company. Notwithstanding Paragraph 2(a) above, at the end of
each period of 12 consecutive months while the Services Agreement continues in
effect without a prior termination thereof by either or both of the parties,
Optionee's right to exercise this Option shall vest as to ________________
(_____) of the Shares; so that, for example, if that Services Agreement
continues in effect, without a termination thereof, for a five (5) year period,
all _____ shares will have become vested in five annual consecutive installments
of _____ shares each, by __________, _____. If, on the other hand, the Services
Agreement were to terminate, for any reason whatsoever, prior to ____________,
_____, the vesting of the right to purchase any of the Shares which have not
become vested prior to the date of such termination, pursuant to this Paragraph
2(b), shall vest pursuant to the provisions of Paragraph 2(a) hereof.
(c) Notwithstanding any termination of the Services Agreement,
this Option shall vest, with respect to any of the Shares that were unvested as
of the date of such termination, as of April 1, 2006, and in all other respects
this Agreement and the Option granted hereunder shall remain in full force and
effect for its remaining term.
3. TERM OF OPTION. Optionee's right to exercise this Option shall
terminate upon the expiration of ten (10) years from the date of this Agreement.
No portion of this Option may be exercised after the termination of this Option.
This Option shall not terminate as a result of any termination, whether by the
Company or Optionee, of the Services Agreement.
4. EXERCISE OF OPTION. On or after the vesting of any portion of this
Option in accordance with Section 2 or Section 9 hereof, and until the right to
exercise this Option terminates in accordance with Section 3 above, any portion
of this Option which has become vested, may be exercised in whole or in part by
the Optionee (or, after his or her death, by the person designated in Section 5
below) upon delivery of the following to the Company at its principal executive
offices:
(a) a written notice of exercise which identifies this Agreement
and states the number of Shares then being purchased (but no fractional Shares
may be purchased);
<PAGE> 8
(b) a check or cash in the amount of the Exercise Price;
(c) a letter, if requested by the Company, in such form and
substance as the Company may require, setting forth the investment intent of the
Optionee, or person designated in Section 5 below, as the case may be; and.
(d) a signed Stockholders Agreement in substantially the form of
Exhibit B hereto unless, at the time of such exercise, the Common Stock of the
Company is registered under Section 12(b) or 12(g) under the Securities Act of
1934, as amended.
5. DEATH OF OPTIONEE; NO ASSIGNMENT. The rights of the Optionee under
this Agreement may not be assigned or transferred except by will or by the laws
of descent and distribution, and during the lifetime of the Optionee, may be
exercised only by such Optionee. Any attempt to sell, pledge, assign,
hypothecate, transfer or dispose of this Option in contravention of this
Agreement shall be void and shall have no effect. If Optionee should die during
the term of the Option, but before having exercised this Option in full as a
result of his death, and provided Optionee's rights hereunder shall have vested
pursuant to Section 2 hereof, Optionee's legal representative, his or her
legatee, or the person who acquired the right to exercise this Option by reason
of the death of the Optionee (individually, a "Successor") shall succeed to the
Optionee's rights and obligations under this Agreement. After the death of the
Optionee, only a Successor may exercise this Option.
6. REPRESENTATIONS AND WARRANTIES OF OPTIONEE.
(a) Optionee represents and warrants that this Option is being
acquired by Optionee for Optionee's personal account, for investment purposes
only, and not with a view to the distribution, resale or other disposition
thereof.
(b) Optionee acknowledges that the Company may issue Shares upon
the exercise of the Option without registering such Shares under the Securities
Act of l933, as amended (the "Securities Act"), on the basis of certain
exemptions from such registration requirement. Accordingly, Optionee agrees that
his or her exercise of the Option may be expressly conditioned upon his or her
delivery to the Company of an investment certificate including such
representations and undertakings as the Company may reasonably require in order
to assure the availability of such exemptions, including a representation that
Optionee is acquiring the Shares for investment and not with a present intention
of selling or otherwise disposing thereof and an agreement by Optionee that the
certificates evidencing the Shares may bear a legend indicating such
non-registration under the Securities Act and the resulting restrictions on
transfer. Optionee acknowledges that, because Shares received upon exercise of
an Option may be unregistered, Optionee may be required to hold the Shares
indefinitely unless they are subsequently registered for resale under the
Securities Act or an exemption from such registration is available.
7. RESTRICTIVE LEGENDS.
(a) Optionee hereby acknowledges that federal securities laws
and the securities laws of the state in which he or she resides may require the
placement of certain restrictive legends upon the Shares issued upon exercise of
this Option, and Optionee hereby consents to the placing of any such legends
upon certificates evidencing the Shares as the Company, or its counsel, may deem
necessary or advisable.
(b) In addition, all stock certificates evidencing the Shares
shall be imprinted with the restrictive legends set forth in the Stockholders
Agreement referenced above and with any other restrictive legend that may be
required by law.
8. ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE. In the event that the
outstanding shares of Common Stock of the Company are hereafter increased or
decreased or changed into or
2
<PAGE> 9
exchanged for a different number or kind of shares or other securities of the
Company by reason of a recapitalization, stock split, combination of shares,
reclassification, stock dividend or other change in the capital structure of the
Company, then appropriate adjustment shall be made by the Company to the
aggregate number and kind of shares subject to the unexercised portion of this
Option and to the Exercise Price per share, in order to preserve, as nearly as
practical, but not to increase, the benefits of the Optionee under this Option.
9. CHANGE IN CONTROL. In the event of a Change in Control (as defined in
Exhibit A hereto) of the Company, (i) the vesting of this Option pursuant to
Section 2 above shall automatically accelerate immediately prior to the
consummation of such Change in Control, and (ii) the Company may take one or
more of the following actions: (A) provide for the purchase or exchange of this
Option for an amount of cash or other property having a value equal to the
difference, or spread, between (x) the value of the cash or other property that
the Optionee would have received pursuant to such Change in Control transaction
in exchange for the shares issuable upon exercise of this Option had this Option
been exercised immediately prior to such Change in Control transaction and (y)
the Exercise Price, (B) adjust the terms of this Option in a manner determined
by the Company to reflect the Change in Control, (C) cause this Option to be
assumed, or new rights substituted therefor, by another entity, through the
assumption of this Option, or the substitution for this Option of a new option
of comparable value covering shares of a successor corporation, with appropriate
adjustments as to the number and kind of shares and Exercise Price, in which
event this Option, or the new option substituted therefor, shall continue in the
manner and under the terms so provided, or (D) make such other provision as the
Company may consider equitable. Except to the extent that the Company arranges
for the continuation of this Option or its assumption, in connection with any
such Change of Control, upon consummation of the of the Change in Control, this
Option shall terminate. The Company shall cause written notice of any proposed
Change of Control transaction to be given to the Optionee not less than fifteen
(15) days prior to the anticipated effective date of the proposed transaction,
provided that the failure to give such notice shall not affect the validity or
effectiveness of any such Change of Control.
10. NO INDEPENDENT CONTRACTOR OR EMPLOYMENT RELATIONSHIP CREATED.
Neither the granting of this Option nor the exercise hereof shall be construed
as granting to the Optionee any right with respect to continuation of the
Services Agreement or of any other independent contractor or employment
relationship or arrangement between Optionee and the Company. The Company shall
have the right, at any time, with or without cause, to terminate the Services
Agreement, and any other relationship or arrangement relating to the provision
of services by Optionee, either as an independent contractor or employee, to the
Company that may exist in the future.
11. RIGHTS AS SHAREHOLDER. The Optionee (or transferee of this option by
will or by the laws of descent and distribution) shall have no rights as a
shareholder with respect to any Shares covered by this Option until the date of
the issuance of a stock certificate or certificates to him for such Shares,
notwithstanding the exercise of this Option.
12. INTERPRETATION AND ENTIRE AGREEMENT.
(a) The Board of Directors of the Company (the "Board"), or any
Committee thereof so empowered by the Board, shall interpret and construe this
Option, and any action, decision, interpretation or determination made in good
faith by the Board or such Committee shall be final and binding on the Company
and the Optionee.
(b) This Agreement constitutes the entire agreement between the
parties with respect to the subject-matter of this Agreement and supersedes any
other prior or contemporaneous agreements (either written or oral) between the
parties relating to the grant of the Option as contemplated by this Agreement
and the other matters set forth in this Agreement.
3
<PAGE> 10
13. NOTICES. Any notice, demand or request required or permitted to be
given under this Agreement shall be in writing and shall be deemed given when
delivered personally or three (3) days after being deposited in the United
States mail, as certified or registered mail, with postage prepaid, and
addressed, if to the Company, at its principal place of business, Attn: the
Chief Financial Officer, and if to the Optionee, at his or her most recent
address as shown in the Company's employment or stock records.
14. ANNUAL REPORTS. During the term of this Agreement, the Company will
furnish to the Optionee copies of all annual financial and informational reports
that the Company distributes generally to its shareholders; provided, however,
that nothing herein shall require the Company to furnish copies of any reports
to the Optionee that it does not furnished generally to its shareholders.
15. GOVERNING LAW. The validity, construction, interpretation, and
effect of this Option shall be governed by and determined in accordance with the
laws of the State of Delaware.
16. SEVERABILITY. Should any provision or portion of this Agreement be
held to be unenforceable or invalid for any reason, the remaining provisions and
portions of this Agreement shall be unaffected by such holding.
17. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall be deemed one and the same instrument.
18. CALIFORNIA CORPORATE SECURITIES LAW. THE SALE OF THE SHARES THAT ARE
THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF
CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SHARES OR THE
PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH
QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SUCH SHARES IS EXEMPT FROM SUCH
QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATE
SECURITIES LAW OF L968, AS AMENDED. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT
ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE
SALE IS SO EXEMPT.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
COLLECTORS UNIVERSE, INC. "OPTIONEE"
By:
-------------------------------- ------------------------------------
(Signature)
------------------------------------
(Type or print name)
4
<PAGE> 11
EXHIBIT A
DEFINITION OF CHANGE IN CONTROL
CHANGE IN CONTROL. The term "Change in Control" shall mean (i) the
acquisition, directly or indirectly, by any person or group (within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of the
beneficial ownership of securities of the Company possessing more than fifty
percent (50%) of the total combined voting power of all outstanding securities
of the Company; (ii) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction in which the holders of the
outstanding voting securities of the Company immediately prior to such merger or
consolidation hold, in the aggregate, securities possessing more than fifty
percent (50%) of the total combined voting power of all outstanding voting
securities of the surviving entity immediately after such merger or
consolidation; (iii) a reverse merger in which the Company is the surviving
entity but in which securities possessing more than fifty percent (50%) of the
total combined voting power of all outstanding voting securities of the Company
are transferred to or acquired by a person or persons different from the persons
holding those securities immediately prior to such merger; (iv) the sale,
transfer or other disposition (in one transaction or a series of related
transactions) of all or substantially all of the assets of the Company; or (v)
the approval by the shareholders of a plan or proposal for the liquidation or
dissolution of the Company.
<PAGE> 1
EXHIBIT 5.1
[STRADLING YOCCA CARLSON & RAUTH LETTERHEAD]
April 11, 2000
Collectors Universe, Inc.
1936 Deere Street
Santa Ana, California 92705
RE: Registration Statements on Form S-8 (Employee Stock Purchase
Plan, 1999 Stock Incentive Plan, PCGS Stock Incentive Plan and
Consultant Nonqualified Plan)
Ladies and Gentlemen:
At your request, we have examined the forms of Registration Statement on
Form S-8 (the "Registration Statements") being filed by Collectors Universe,
Inc., a Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of (i) an aggregate of 200,000 shares of the Company's common stock,
$.001 par value ("Common Stock"), issuable under the Company's Employee Stock
Purchase Plan (the "ESPP"), (ii) an aggregate of 2,825,402 shares of Common
Stock issuable under the Company's 1999 Stock Incentive Plan (the "1999 Plan")
and PCGS Stock Incentive Plan (the "PCGS Plan") and (iii) 1,175,700 shares of
Common Stock issuable under the Company's Consultant Nonqualified Plan (the
"Consultant Plan").
We have examined the proceedings heretofore taken and are familiar with the
additional proceedings proposed to be taken by the Company in connection with
the authorization, issuance and sale of the securities referred to above.
Based on the foregoing, it is our opinion that:
1. stock options, when issued in accordance with the 1999 Plan, the PCGS
Plan and the Consultant Plan, will be legally issued and binding obligations of
the Company; and
2. 4,201,102 shares of Common Stock, when issued under the ESPP, the 1999
Plan, the PCGS Plan and the Consultant Plan and against full payment therefor in
accordance with the respective terms and conditions of the ESPP, the 1999 Plan,
the PCGS Plan and the Consultant Plan, will be legally and validly issued, fully
paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ STRADLING YOCCA CARLSON & RAUTH
-----------------------------------
STRADLING YOCCA CARLSON & RAUTH
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Collectors Universe, Inc. on Form S-8 of our report dated August 27, 1999
(September 1, 1999 as to Note 14 and October 28, 1999 as to the effect of the
restatement described in Note 15), appearing in the Prospectus filed with the
Securities and Exchange Commission on November 5, 1999, pursuant to Rule 424(b)
under the Securities Act of 1933 related to Registration Statement No. 333-86449
on Form S-1 of Collectors Universe, Inc.
DELOITTE & TOUCHE LLP
Costa Mesa, California
April 11, 2000
