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As Filed With the Securities and Exchange Commission on April 11, 2000
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the plans)
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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
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Aggregate Offering Amount of
To Be Registered Registered(1) Per Share Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value 200,000 shares (2) $ 1,250,000(2) $ 330.00
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</TABLE>
(1) Includes additional shares of Common Stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the Employee Stock
Purchase Plan (the "Purchase Plan").
(2) In accordance with Rule 457(h), the aggregate offering price of the
200,000 shares of Common Stock registered hereby is estimated, solely for
purposes of calculating the registration fee, on the basis of the price of
securities of the same class, as determined in accordance with Rule 457(c),
using the average of the bid and the asked prices reported by the Nasdaq
National Market for the Common Stock on April 5, 2000, which was $6.25 per
share.
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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 Company'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.
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Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
Number Description
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<S> <C>
4.1 Employee Stock Purchase Plan (incorporated by reference to
Exhibit 10.6 to the Company's Registration Statement on
Form S-1, Registration No. 333-86449.)
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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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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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
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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 and 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
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<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 Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.6 to the Company's
Registration Statement on Form S-1, Registration
No. 333-86449.)
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>
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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
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STRADLING YOCCA CARLSON & RAUTH
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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
