SCHEDULE 14A
(Rule 14a-101)
Information required in proxy statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2) [x] Definitive Proxy Statement [ ] Definitive Additional Materials [
] Soliciting Material Pursuant to Section 240.149-11(C) or Section 240.14a-12
Greg Manning Auctions, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check appropriate box)
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(j)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it is determined):
(4) Proposed maximum value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1. Amount Previously Paid.:
2. Form, Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
<PAGE>
GREG MANNING AUCTIONS, INC.
775 Passaic Avenue
West Caldwell, New Jersey 07006
October 23, 1998
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of Greg
Manning Auctions, Inc., which will be held at the Radisson Hotel & Suites, 690
Route 46 East, Fairfield, New Jersey 07004 at 10:00 AM Eastern Standard Time on
Wednesday, December 9, 1998 .
The Notice of Annual Meeting and Proxy Statement covering the formal business to
be conducted at the Annual Meeting follow this letter.
We hope that you will attend the Annual Meeting in person. Whether or not you
plan to attend, please complete, sign, date and return the enclosed proxy
promptly in the accompanying reply envelope to assure that your shares are
represented at the meeting.
Sincerely,
MARTHA HUSICK
Secretary
<PAGE>
GREG MANNING AUCTIONS, INC.
775 Passaic Avenue
West Caldwell, New Jersey 07006
973-882-0004
NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of Greg Manning Auctions, Inc. (the
"Company") will be held at the Radisson Hotel & Suites, 690 Route 46 East,
Fairfield, New Jersey 07004 at 10:00 AM Eastern Standard Time on Wednesday,
December 9, 1998 for the following purposes:
1. To elect two directors to serve for terms of three years
and until their respective successors have been duly
elected and qualified.
2. To ratify the appointment of Amper, Politziner & Mattia as
the Company's independent public accountants for the
Company's fiscal year ending June 30, 1999.
3. To transact such other business as may be properly brought
before the meeting and any adjournment or postponement
thereof.
Shareholders of record at the close of business on October 23, 1998 are entitled
to notice of, and to vote at, the Annual Meeting and any adjournment or
postponement thereof. Whether or not you plan to attend the Annual Meeting,
please complete, sign, date and return the enclosed proxy in the reply envelope
provided which requires no postage if mailed in the United States. Shareholders
attending the Annual Meeting may vote in person even if they have returned a
proxy. By promptly returning your proxy, you will greatly assist us in preparing
for the Annual Meeting.
By order of the Board of Directors
MARTHA HUSICK
Secretary
West Caldwell, New Jersey
October 23, 1998
<PAGE>
GREG MANNING AUCTIONS, INC.
PROXY STATEMENT FOR
1998 ANNUAL MEETING OF SHAREHOLDERS
To Be Held on December 9, 1998
This Proxy Statement and the enclosed form of proxy are being furnished,
commencing on or about October 26, 1998, in connection with the solicitation of
proxies in the enclosed form by the Board of Directors of Greg Manning Auctions,
Inc., a New York corporation (the "Company"), for use at the Annual Meeting of
Shareholders ("Shareholders") of the Company (the "Annual Meeting") to be held
at the Radisson Hotel & Suites, 690 Route 46 East, Fairfield, New Jersey 07004
at 10:00 AM Eastern Standard Time on Wednesday, December 9, 1998, and any
adjournment or postponement thereof, for the purposes set forth in the foregoing
Notice of Annual Meeting of Shareholders.
The annual report of the Company, containing financial statements of the Company
as of June 30, 1998, and for the year then ended, and other information
concerning the Company is included with this proxy statement. The principal
executive offices of the Company are located at 775 Passaic Avenue, West
Caldwell, New Jersey 07006.
A list of Shareholders entitled to vote at the Annual Meeting will be available
for examination by Shareholders during ordinary business hours for a period of
ten days prior to the Annual Meeting at the offices of the Company, 775 Passaic
Avenue, West Caldwell, New Jersey 07006. A Shareholder list will also be
available for examination at the Annual Meeting.
If you are unable to attend the Annual Meeting, you may vote by proxy on any
matter to come before that meeting. The enclosed proxy is being solicited by the
Board of Directors. Any proxy given pursuant to such solicitation and received
in time for the Annual Meeting will be voted as specified in such proxy. If no
instructions are given, proxies will be voted (i) FOR the election of the
nominees named below under the caption "Election of Directors", (ii) FOR the
ratification of the appointment of Amper, Politziner & Mattia ("APM") as
independent public accountants for the Company's fiscal year ending June 30,
1999 and (iii) in the discretion of the proxies named on the proxy card with
respect to any other matters properly brought before the Annual Meeting.
Attendance in person at the Annual Meeting will not of itself revoke a proxy;
however, any Shareholder who does attend the Annual Meeting may revoke a proxy
orally and vote in person. Proxies may be revoked at any time before they are
voted by submitting a properly executed proxy with a later date or by sending a
written notice of revocation to the Secretary of the Company at the Company's
principal executive offices.
The holders of a majority of the outstanding shares of Common Stock entitled to
vote, present in person or represented by proxy, will constitute a quorum for
the transaction of business. Abstentions and shares held of record by a broker
or its nominee ("Broker Shares") that are voted on any manner are included in
determining the number of votes present. Abstentions and Broker Shares that are
not voted on any matter will not be included in determining whether a quorum is
present.
The election of each nominee for director requires a plurality of votes cast.
The affirmative vote of the holders of a majority of the issued and outstanding
shares of the Common Stock present in person or by proxy and voting thereon is
required for the approval of the appointment of the independent public
accountants. In all cases abstentions and Broker Shares that are not voted will
not be included in determining the number of votes cast. The Company has
appointed an inspector who shall determine the number of shares outstanding and
the voting power of each, the shares represented at the meeting, the existence
of a quorum, the validity and effect of proxies, and shall receive votes,
ballots or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all Shareholders. On request of the person
presiding at the meeting or any Shareholder entitled to vote thereat, the
inspectors shall make a report in writing of any challenge, question or matter
determined by them and execute a certificate of any fact found by them. Any
report or certificate made by them shall be prima facie evidence of the facts
stated and of the vote as certified by them.
Only Shareholders of record at the close of business on October 23, 1998 are
entitled to notice of, and to vote at, the Annual Meeting, and any adjournment
or postponement thereof. As of the close of business on October 26, 1998, there
were 4,419,997 shares of the Company's Common Stock, par value $.01 per share
(the "Common Stock") outstanding. Each share of Common Stock entitles the record
holder thereof to one vote on all matters properly brought before the Annual
Meeting and any adjournment or postponement thereof, with no cumulative voting.
Greg Manning, the Chairman of the Board, President and Chief Executive
Officer of the Company , owns 1,300,000 shares (or approximately 30%) of
Common Stock of the Company. Afinsa Bienes Tangibles S.A. ("Afinsa") owns
442,000 shares (approximately 10%) of Common Stock of the Company. Mr. De
Figueiredo, a director of the company, owns 50% of the outstanding shares of
common stock of Afinsa.
PROPOSAL 1 - ELECTION OF DIRECTORS
Nominees for Election
The Company's Restated Certificate of Incorporation provides that the members of
the Company's Board of Directors be divided into three classes, as nearly equal
in size as possible, with the term of office of one class expiring each year.
Accordingly, only those directors of a single class can be changed in any one
year and it would take elections in three consecutive years to change the entire
Board. At the upcoming annual meeting, two directors will be elected to serve
three year terms (until the third succeeding annual meeting, in 2001) and until
their respective successors are duly elected and qualified. Unless authority to
vote for the election of directors is withheld, the enclosed proxy will be voted
FOR the election of the nominees named below.
Greg Manning and Albertino de Figueiredo, who are presently directors of the
Company, have been nominated by the Board of Directors for re-election to the
Board, to serve until the third succeeding annual meeting, in 2001, and until
their respective successors are duly elected and qualified. No other nominations
were submitted. There is one vacancy in the class of directors whose term is
currently expiring.
Scott S. Rosenblum and Anthony L. Bongiovanni have been elected to serve until
the 2000 annual meeting of Shareholders. There is one vacancy in the class of
directors whose term expires in 2000.
William T. Tully, Jr. has been elected to serve until the 1999 annual meeting
of Shareholders. There are two vacancies in the class of directors whose term
expires in 1999.
Although a number of Director vacancies currently exist, the Board has
determined that it is in the Company's best interest for no additional Directors
to be nominated other than the nominees set forth below in order to give the
Board of Directors flexibility to appoint additional directors if the need
arises. Accordingly, proxies may not be voted for a greater number of persons
than the number of nominees named. The Company's Restated Certificate of
Incorporation also provides that directors may be removed only for cause and
that any such removal must be approved by the affirmative vote of at least a
majority of the outstanding shares of capital stock of the Company entitled to
vote generally in the election of directors. While the Company believes that the
foregoing provisions of the Company's Restated Certificate of Incorporation are
in the best interests of the Company and its Shareholders, such requirements may
have the effect of protecting management against outside interests and in
retaining its position.
Information Concerning Directors and Officers
Background information with respect to the nominees for election, and certain
information regarding such nominees, including their principal occupations and
business experience for at least the past five years, and the directors whose
terms of office will continue after the upcoming annual meeting, appears below.
See "Security Ownership of Certain Beneficial Owners and Management" for
information regarding such persons' holdings of common stock.
NOMINEES TO SERVE UNTIL 2001
Greg Manning, age 52, has been Chairman of the Board of Directors since its
inception in 1981 and Chief Executive Officer since December 1992. Mr. Manning
has served as President of the Company from 1981 until August 1993, and from
March 1995 to the present. Mr. Manning also has been Chairman of the Board and
President of CRM since its inception, which he founded as "Greg Manning Company,
Inc." in 1961.
Albertino de Figueiredo, age 67, was appointed as a director of the Company
on September 10, 1997. In 1980, Mr. De Figueiredo founded Afinsa Bienes
Tangibles S.A., a company engaged in the business of philatelics and
numismatics, and is currently Chairman of the Board of Afinsa Bienes Tangibles
S.A. and its subsidiaries. Mr.de Figueiredo is also Vice-Chairman of the Board
of Directors of Finarte Espana, an art auction house, and a memberof the
Executive Board of ASCAT, the International Association of the Stamp
Catalog and Philatelic Publishers.
The Board of Directors recommends that Shareholders vote FOR the election of the
nominees named above.
DIRECTORS WHOSE TERMS EXPIRE IN 2000
Scott S. Rosenblum, age 49, has been a director of the Company since December
8, 1992. Mr. Rosenblum has been a partner since 1991 in the law firm of Kramer,
Levin, Naftalis & Frankel and has served as Managing Partner of that firm since
March 1994. Mr.Rosenblum received his J.D. degree from the University of
Pennsylvania.
Anthony L. Bongiovanni, age 39, was appointed by the Board of Directors on May
8, 1997 and duly elected during the annual meeting of Shareholders in 1997. Mr.
Bongiovanni is President of Micro Strategies, Inc., a leading developer and
supplier of microcomputer based business applications throughout the New York,
New Jersey and Pennsylvania areas, which he founded in 1983. Mr. Bongiovanni has
a B.S. in mechanical engineering from Rensellaer Polytechnical Institute.
DIRECTORS WHOSE TERMS EXPIRE IN 1999
William T. Tully, age 52, has been Executive Vice President of the Company since
August 1990. From Aucust 1993 to August 1994, and since February 1995, Mr. Tully
has been Chief Operating Officer. From the Company's inception in 1981 until
August 1994, Mr. Tully was Secretary and Treasurer of the Company, and from
December 1992 until August 1994, and from June 1995 to present, Mr. Tully has
been a director. Mr. Tully was Senior Vice President of the Company since its
inception in 1981 until August 1990. Mr. Tully has been Executive Vice President
of CRM from August 1990, and has served CRM in other management capacities since
1974.
Of the Company's current directors, only Messrs. Bongiovanni, de Figueiredo and
Rosenblum might qualify as disinterested directors with respect to any
transactions between the Company and CRM.
Attendance at Board and Committee Meetings
During the fiscal year ended June 30, 1998, there were four meetings of the
Board of Directors of the Company. Only Mr. de Figueiredo attended fewer than
75% of the meetings of the Board of Directors or meetings of the committees on
which such director served.
Committees of the Board
The Company's Board of Directors has an Audit Committee. During fiscal 1998 the
Audit Committee consisted of Messrs. Rosenblum and Bongiovanni. This committee
recommends to the Board of Directors the appointment of the independent public
accountants, reviews the scope and budget for the annual audit and reviews the
results of the examination of the Company's financial statements by the
independent public accountants. The audit committee met one time during fiscal
1998.
There are no nominating, compensation or stock option committees of the Board of
Directors.
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
Name Age Position
Greg Manning 52 Chairman of the Board, Chief
Executive Officer and President
William T. Tully, Jr. 52 Executive Vice President and
Chief Operating Officer
David C. Graham 58 Senior Vice President
James A. Smith 46 Chief Financial Officer
See "Election of Directors" for information relating to Messrs. Manning and
Tully.
David C. Graham, age 58, has been a Senior Vice President of the Company since
August 1990 and has been Senior Vice President of CRM since August 1990. Mr.
Graham has served the Company and CRM in various capacities since September
1978. Mr.Graham has been a licensed auctioneer since 1965. Prior to joining the
Company, Mr.Graham was employed by H.R. Harmer, a public auction house, from
1955 to 1977.
James A.Smith, age 46, has served as Chief Financial Officer of the Company
since December 1997. Mr.Smith served as Chief Financial Officer of Imatec, Ltd.
from 1996 to 1997, and as Controller of Ferrara Food Company, Inc.from 1992 to
1996.
There are no family relationships among any of the directors or executive
officers of the Company.
Advisory Committee
The Company has an advisory committee (the "Advisory Committee") that includes
prominent collectors and other individuals involved in the philatelic and
collectibles business, with whom Mr. Manning has developed relationships over
the years. The members of the Advisory Committee individually meet from time to
time with the Company's Chairman and Chief Executive Officer to discuss current
trends or developments in the collectibles market. Members of the Advisory
Committee receive no compensation for their services, and their availability is
subject to their personal schedules and other time commitments. The Company
reimburses members for their reasonable out-of-pocket expenses in serving on the
Advisory Committee.
The Company believes that the members of the Advisory Committee
have no fiduciary or other duties, obligations or responsibilities to the
Company or its stockholders, and they will not acquire any such duty, obligation
or responsibility as a result of any meeting or consultation they may have with
management of the Company. Each member of the Advisory Committee has entered
into an agreement with the Company which, among other things, confirms that the
member has no such duty, obligation or responsibility, but also commits the
member to keep confidential and not disclose (or in any manner use for personal
benefit or attempt to profit from) any non-public information relating to the
Company that the member receives in such capacity, except to the extent that
disclosure is required by applicable law or legal process or to the extent the
information becomes public other than as a result of a breach of any member's
confidentiality agreement. The members serve at will and may resign, or be asked
to discontinue their services, at any time.
The members of the current Advisory Committee and their principal occupations
are as follows:
Sir Ronald Brierley, age 60, is Founder/President of Brierley Investments,
Limited, a publicly held New Zealand investment company. Sir Ronald is also
Chairman of GPG P/C, an investment company based in London, England. Sir Ronald
serves on the boards of Advance Bank, Australia, Ltd., Adriadne Australia Ltd.,
Australia Oil & Gas Corporation, Ltd., and the Australian Gaslight Company, and
he is also a trustee of Sydney Cricket and Sports Ground Trust. Sir Ronald has
had a life-long interest in stamps, beginning as a schoolboy, when he formed
Kiwi Stamp Company and acquired a dealer's certificate from the New Zealand
Stamp Dealers Federation. Sir Ronald has been selling and collecting stamps
since that time.
Robert G. Driscoll, age 66, has been Chief Executive Officer (since 1981) of
Barrett & Worthen, Inc. and the Brookman Stamp Company of Bedford, New
Hampshire, both of which are engaged in the business of buying and selling
stamps. Mr. Driscoll served as Vice President of H.E. Harris Company, a
subsidiary of General Mills from 1978 to 1981, after having founded R&R Stamp
Company in 1958 and serving as its President until it was sold in 1978 to
General Mills. Mr. Driscoll is a past President of the American Stamp Dealers
Association (from 1977 to 1978) and is a lifetime member of the American First
Day Cover Society. He has been a member of the American Philatelic Society for
over 45 years.
Herman Herst, Jr., age 89, is recognized as the most prolific philatelic author
in the world, and has written numerous articles on philately and has authored
several stamp related books, including Nassau Street. Mr. Herst was President of
Herman Herst Jr. Auctions Inc., a public auction house (from 1934 to 1972) and
conducted a private retail stamp business as a sole proprietorship. He was also
an active philatelic auctioneer for many years, until his semi-retirement in
1981. He is a former President of the Society of Philatelic Americans and served
two terms on the Board of Directors of the American Stamp Dealers Association.
Among his many accomplishments, Mr. Herst received the John Luff Award from the
American Philatelic Society, the merit award from the Society of Philatelic
Americans and the Collectors Club of New York's award for Service to Philately.
He is currently a senior member of the American Society of Appraisers, an
honorary life member of the Philatelic Traders' Society of London and an
honorary life member of the American Stamp Dealers Association, a life member of
the Philatelic Traders' Society of London and an honorary life member of the
Writer's Unit of the American Philatelic Society. He is also the only American
stamp dealer to have ever served on the council of the Philatelic Traders'
Society of London.
Herbert LaTuchie, age 79, was Chairman of the Board and Chief Executive Officer
(from 1954 to 1986) of Modern Builders Supply Company, Inc. and Modern
Manufacturing, Inc., the latter of which is one of the ten leading distributors
of building products in the United States. Mr. LaTuchie has been a life-long
collector of rare stamps, and he also collects sheet music and other paper
collectibles.
Joseph Levy, Jr., age 72, is president of Levy Venture Management, a real estate
rental development group involved in automotive retailing real estate in three
states. He is also a real estate developer of several properties located in
Illinois. Prior to joining Levy Venture Management, Mr. Levy was President of
Walton Chrysler-Plymouth (from 1953 to 1960), a car dealership in Chicago,
Illinois, and of Carol Buick (from 1961 to 1984), a car dealership in Evanston,
Illinois. He serves as a director of the Evanston Historical Society. He is also
a trustee of Evanston Hospital and the Culver Educational Foundation, a trustee
of the Chicago Historical Society and the Levy Senior Centers. Mr. Levy is a
collector of stamps, coins, watches and other collectibles.
Hector D. Wiltshire, age 56, is President and CEO of Wiltshire Technologies,
Inc., a high technology venture capital and consulting group, and is an
experienced collector of rare stamps. Mr. Wiltshire is a member of the
Association of Certified and Corporate Accountants (A.C.C.A) and the British
Computer Society(M.B.C.S.). Mr.Wiltshire holds degrees in Executive Business
Administration and marketing.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning the compensation for
services in all capacities for the fiscal years ended June 30, 1998, 1997 and
1996 of those persons who were, during all or part of the fiscal year ended June
30, 1998, the chief executive officer and the one executive officer of the
Company who received compensation in excess of $100,000 in the fiscal year ended
June 30, 1998.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
===========================================
Awards Payouts
---------------------------------------------------------------------------===========
Name and Principal Position Year Salary Bonus($) Other Annual Restricted Securities LTIP All Other
($) Compensation Stock Underlying Payouts Compen-
Awards Options/ sation ($)
SARs(#)
- - - - - ---------------------------------------------------------------------------------------------------------===========
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Greg Manning, 1998 188,906 None $26,123(2) None None None None
Chairman of the Board, 1997 175,000 105,271(1) $26,650(2) None None None None
Chief Executive Officer and 1996 175,000 54,758(1) $26,650(2) None None None None
President
- - - - - ---------------------------------------------------------------------------------------------------------===========
William T. Tully, 1998 132,272 None (3) None None None None
Chief Operating Officer and 1997 127,206 30,136(1) (3) None 100,000 None None
Executive Vice President 1996 129,769 17,379(1) (3) None None None None
==============================---------------------------------------------------------------------------===========
</TABLE>
(1) Employment agreements with Messrs. Manning and Tully provide for an annual
bonus equal (i) in the case of Mr. Manning, for fiscal years 1996 through
1998, 10% of pre-tax net income of the Company between $500,000 and
$2,000,000 (subject to increase by the Board of Directors in its
discretion) and (ii) in the case of Mr. Tully, for fiscal years 1996
through 1998, 5% of pre-tax net income of the Company in excess of
$700,000, in each case subject to certain limitations. See "Executive
Compensation Employment Agreements and Insurance". For fiscal year ended
1997, the Board of Directors approved an additional bonus to Mr.
Manning in the amount of $25,000.
(2) Represents (a) a non-accountable expense allowance equal to $25,000, and
(b) the value of the use of certain automobiles.
(3) The Company has concluded that the aggregate amount of perquisites and
other personal benefits, if any, paid did not exceed the lesser of 10% of
such officer's total annual salary and bonus for such years or $50,000;
such amounts are not included in the table.
The Company has no long-term incentive plan.
Option Grants Table for Fiscal 1998
There were no stock option grants made during the fiscal year ended June 30,
1998 under the 1993 Stock Option Plan of the Company (the "1993 Plan") or the
1997 Stock Option Plan of the Company (the "1997 Plan") to executive officers
named in the Summary Compensation table. Therefore, no Option Grants Table is
included.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
The following table sets forth information regarding the exercise of stock
options during the last fiscal year by the executive officers named in the
Summary Compensation Table and the fiscal year-end value of unexercised options.
<TABLE>
<CAPTION>
- - - - - -------------------------------------------------------------------====================
Name Shares Value Number of Value of
Acquired on Realized Securities Unexercised
Exercise Underlying In-The-Money
Unexercised Options at June
Options at June 30, 1998
30, 1998 Exercisable/Un-exercisable
Exercisable/Unexercisable (1) (2)
- - - - - -------------------------------------------------------------------====================
<S> <C> <C> <C> <C>
Greg Manning None N/A 100,000/0 $67,031/$0
- - - - - -------------------------------------------------------------------====================
William T. Tully None N/A 200,000/0 $100,547/$48,750
- - - - - -------------------------------------------------------------------====================
</TABLE>
(1) Based on a closing sale price per share of $1.875 on June 30, 1998, as
reported by NASDAQ.
(2) Assumes the exercise price of the options in effect on October 26, 1998.
Compensation of Directors
The Company currently reimburses each director for expenses incurred in
connection with his attendance at each meeting of the Board of Directors or a
committee on which he serves.
Employment Agreements and Insurance
The Company has entered into employment agreements with each of Messrs. Manning
and Tully. The agreement with Mr. Manning provides for his services as President
and Chief Executive Officer. The agreement with Mr. Manning for the period
ending June 30, 1998 provided, among other things, for a salary equal to
$210,000 per annum and a bonus equal to 10% of the Company's audited pre-tax net
income between $500,000 and $2,000,000 (as calculated excluding the
formula-based bonus payable to either of Messrs. Manning or Tully and subject to
increase by the Board of Directors). Mr. Manning received from the Company a
base salary of $188,906, $175,000 and $175,000 for fiscal years 1998, 1997 and
1996, respectively and a bonus of $0, $105,271 (includes a bonus of $25,000 in
addition to the formula-based bonus) and $54,758 for fiscal years 1998, 1997 and
1996 , respectively. The employment agreement with Mr. Manning expires on June
30, 1999.
The Company amended Mr. Tully's employment agreement, extending the term to June
30, 1998 and increasing the base salary to $110,000 per year, with annual
increases equal to the increase in the Consumer Price Index plus 1.5%, plus a
bonus based on 5% of the Company's audited pre-tax net income above $700,000 in
each such year, as calculated excluding the formula-based bonus payable to
either of Messrs. Manning or Tully and subject to certain maximum limitations
($50,000 for fiscal year 1998). Mr. Tully received a bonus of $0, $30,136 and
$17,379 for fiscal years 1998, 1997 and 1996, respectively. Mr. Tully is also
entitled to a vehicle for business use. Messrs. Manning and Tully are both
eligible to participate in any employee benefit plan and fringe benefit
programs, if any, as may be determined by the Company for its employees
generally from time to time. The Company and Mr. Tully are continuing to operate
under his most recent employment agreement and expect to enter into a new
agreement shortly.
Each employment agreement also provides that in the event the agreement is
terminated as a result of disability (as defined therein) or death, Mr. Manning
and Mr. Tully will receive from the Company compensation equal to 66-2/3% of
such executive's annual base salary and the executive's cash bonus for a period
of 12 months.
The Company currently maintains a $1,000,000 term life insurance policy on the
life of Mr. Manning with benefits payable to the Company.
The Company offers basic health, major medical and life insurance to its
employees. The Company adopted a 401(k) Retirement Plan effective July 1, 1997,
with respect to which all employees are entitled to participate. The Company has
agreed to match employee contributions in an amount equal to 10% of each
employee's contribution, up to a maximum of $500 per employee per year. The
Company has adopted no other retirement, pension or similar program.
Indemnification of Directors and Officers
The Company's Restated Certificate of Incorporation includes certain provisions
permitted pursuant to the New York Business Corporation Law (the "NYBCL"),
whereby officers and directors of the Company are to be indemnified against
certain liabilities. The Restated Certificate of Incorporation also limits to
the fullest extent permitted by the NYBCL a director's liability to the Company
or its Shareholders for monetary damages for breach of any duty as a director,
except for certain instances of bad faith, intentional misconduct, a knowing
violation of any law or illegal personal gain. This provision of the Restated
Certificate of Incorporation has no effect on any director's liability under
Federal securities laws or the availability of equitable remedies, such as
injunction or recission, for breach of fiduciary duty. The Company believes that
these provisions will facilitate the Company's ability to continue to attract
and retain qualified individuals to serve as directors and officers of the
Company.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
Set forth below is certain information with respect to persons known by the
Company to own beneficially, as of October 26, 1998, 5% or more of the
outstanding shares of its Common Stock:
<TABLE>
<CAPTION>
- - - - - --------------------------------------------------------------------------=====================
Name and Address of Amount and Nature Percent of
Beneficial Owner of Beneficial Ownership Common Stock
- - - - - --------------------------------------------------------------------------=====================
<S> <C> <C>
Greg Manning (1) 1,400,000 31.0%
775 Passaic Avenue
West Caldwell, New Jersey 07006
- - - - - --------------------------------------------------------------------------=====================
Afinsa Bienes Tangibles S.A. (2) 442,000 10.0%
Lagasca 88
Madrid, Spain 28001
- - - - - --------------------------------------------------------------------------=====================
Edward M. Gilbert 240,000 5.4%
330 Garfield Street
Suite 200
Santa Fe, New Mexico 87501
- - - - - --------------------------------------------------------------------------=====================
</TABLE>
(1) Includes options to purchase 100,000 shares (all of which are exercisable)
granted pursuant to the 1993 plan.
(2) Afinsa Bienes Tangibles S.A. ("Afinsa") owns 442,000 shares of Common Stock
of the Company. Mr. de Figueiredo, a director of the Company, owns 50% of
the outstanding shares of common stock of Afinsa.
<PAGE>
Security Ownership of Management
- - - - - -----------------------------------------------------========================
Name and Address of Beneficial Amount and Nature Percent of Common
Owner of Beneficial Stock (2)
Ownership (1)
- - - - - -----------------------------------------------------========================
Greg Manning (3)
775 Passaic Avenue
West Caldwell, NJ 07006 1,400,000 31.0%
- - - - - -----------------------------------------------------========================
Albertino de Figueiredo (4)
Lagasca 88
Madrid, Spain 28001 442,000 10.0%
- - - - - -----------------------------------------------------========================
Scott S. Rosenblum (5)
919 Third Avenue
New York, NY 10022 6,250 *
- - - - - -----------------------------------------------------========================
David Graham (6)
775 Passaic Avenue
West Caldwell, NJ 07006 18,750 *
- - - - - -----------------------------------------------------========================
James Smith (7)
775 Passaic Avenue
West Caldwell, NJ 07006 0 *
- - - - - -----------------------------------------------------========================
Anthony L. Bongiovanni (9)
104 Broadway
Denville, NJ 07866 1,000 *
- - - - - -----------------------------------------------------========================
William T. Tully, Jr. (8)
775 Passaic Avenue
West Caldwell, NJ 07006 200,400 4.5%
- - - - - -----------------------------------------------------========================
All Executive Officers and
Directors as a group,
including those named
above (7 persons) 2,068,400 43.6%
- - - - - -----------------------------------------------------========================
* Less than 1%
<PAGE>
(1) Except as otherwise indicated below, each named person has voting and
investment power with respect to the securities owned by them.
(2) Based on 4,419,997 shares outstanding, calculated in accordance with Rule
13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended.
(3) Includes 1,300,000 shares of Common Stock and 100,000 shares (all of
which are exercisable within 60 days of October 23, 1998)granted pursuant
to the 1993 Plan.
(4) Includes 442,000 shares of the Company's Common Stock owned by Afinsa. Mr.
de Figueiredo owns 50% of the outstanding shares of common stock of Afinsa.
Does not include options not exercisable within 60 days of October 23, 1998
to purchase 15,000 shares of Common Stock granted pursuant to the 1997 Plan
.
(5) Includes options exercisable within 60 days of October 23, 1998 to purchase
6,250 shares of Common Stock pursuant to the 1993 Plan (but does not
include options not exercisable within 60 days of October 23, 1998 to
purchase 8,750 shares of Common Stock).
(6) Includes options exercisable within 60 days of October 23, 1998 to purchase
18,750 shares of Common Stock pursuant to the 1993 Plan (but does not
include options not exercisable within 60 days of October 23, 1998 to
purchase 6,250 shares of Common Stock).
(7) Does not include options not exercisable within 60 days of October 23,
1998 to purchase 10,000 shares of Common Stock granted pursuant to the
1997 Plan .
(8) Includes 1,000 shares of Common Stock (but does not include options
not exercisable within 60 days of October 23, 1998 to purchase 15,000
shares of Common Stock granted pursuant to the 1997 Plan ).
(9) Includes 400 shares of Common Stock owned by members of Mr. Tully's
immediate family and options exercisable within 60 days of October 23,
1998 to purchase 200,000 shares of Common Stock pursuant to the 1993 Plan.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has filed a "shelf" registration statement and post-effective
amendment with the Securities and Exchange Commission (the "SEC") covering,
among other securities, shares of Common Stock owned by CRM. The registration
statement was declared effective by the SEC on September 6, 1996. CRM has
reimbursed the Company for the portion of the registration expenses allocable to
the registration of its securities.
During the year ended June 30, 1996, the Company filed with the SEC a
registration statement covering shares of Common Stock issuable upon the
exercise of stock options and to be issued pursuant to the 1993 Plan by such
officers, employees and directors of the Company who may be deemed to be
"affiliates" of the Company. All expenses of such registration, in the amount of
$25,000, were borne by the Company. The registration statement has been declared
effective by the SEC.
Scott Rosenblum, a director of the Company, is a partner of the law firm Kramer,
Levin, Naftalis & Frankel, which provides legal services to the Company. Anthony
L. Bongiovanni, Jr., also a director of the Company, is president of Micro
Strategies, Incorporated, which provides computer services to the Company.
Amounts charged to operations for services rendered by these firms for the year
ended June 30, 1998 were approximately $124,248, in the case of Kramer, Levin,
Naftalis & Frankel, and approximately $ 75,736, in the case of Micro Strategies,
Incorporated
PROPOSAL 2 - APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed the firm of Amper, Politziner & Mattia as
the Company's independent public accountants for the fiscal year ending June 30,
1999.
Shareholders will be asked to ratify the appointment of Amper, Politziner &
Mattia as independent public accountants of the Company for the fiscal year
ending June 30, 1999. Ratification of the appointment requires the affirmative
vote of a majority of the shares of Common Stock present at the Annual Meeting
(or represented by proxy) and entitled to vote thereon.
The Board of Directors recommends that Shareholders vote FOR ratification of the
appointment of Amper, Politziner & Mattia.
It is expected that a representative of Amper Politziner & Mattia will be
present at the Annual Meeting with the opportunity to make a statement if Amper,
Politziner & Mattia desires to do so, and will be available to respond to
appropriate questions.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be considered as of the next Annual Meeting of
Shareholders must be received by the Company, addressed to the attention of the
Company's Secretary, at its offices at 775 Passaic Avenue, West Caldwell, New
Jersey 07006, no later than June 30, 1999, in order to be included in the
Company's proxy statement relating to that meeting.
OTHER BUSINESS
The Board of Directors is not aware of any other matter that is to be presented
to Shareholders for formal action at the Annual Meeting. If, however, any other
matter properly comes before the meeting or any adjournment or postponement
thereof, it is the intention of the persons named in the enclosed form of proxy
to vote such proxies in accordance with their judgement on such matters.
OTHER INFORMATION
Although it has entered into no formal agreements to do so, the Company will
reimburse banks, brokerage houses and other custodians, nominees and fiduciaries
for their reasonable expenses in forwarding proxy-soliciting materials to their
principals. The cost of soliciting proxies on behalf of the Board of Directors
will be borne by the Company. Such proxies will be solicited principally through
the mail but, if deemed desirable, may also be solicited personally or by
telephone, telegraph, facsimile transmission or special letter by directors,
officers and regular employees of the Company without additional compensation.
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE ANNUAL MEETING WHETHER OR
NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING. THE BOARD URGES YOU TO COMPLETE,
DATE, SIGN ABD RETURN THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE-PAID REPLY
ENVELOPE. YOUR COOPERATION AS A SHAREHOLDER, REGARDLESS OF THE NUMBER OF SHARES
OF STOCK YOU OWN, WILL REDUCE THE EXPENSES INCIDENT TO A FOLLOW-UP SOLICITATION
OF PROXIES.
IF YOU HAVE ANY QUESTIONS ABOUT VOTING YOUR SHARES, PLEASE TELEPHONE THE COMPANY
AT (973) 882-0004.
Sincerely,
MARTHA HUSICK
Secretary
West Caldwell, New Jersey
October 23, 1998
<PAGE>
GREG MANNING AUCTIONS, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR THE ANNUAL MEETING OF THE SHAREHOLDERS TO BE HELD DECEMBER 9, 1998
The undersigned hereby appoints Greg Manning, William T. Tully, Jr. and
Martha Husick, or any of them, each with full power to act alone and with the
power of substitution, as proxies to vote all the shares of Common Stock the
undersigned is entitled to vote on the following proposals and upon such other
matters as may properly come before the Annual Meeting of Shareholders of Greg
Manning Auctions, Inc., (the "Company"), to be held at the Radisson Hotel &
Suites, 690 Route 46 East, Fairfield, New Jersey 07004, on December 9, 1998,
10:00 a.m., Eastern Standard Time, and at any adjournment or postponement
thereof.
THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS OF GREG MANNING
AUCTIONS, INC. AND WHEN PROPERLY EXECUTED AND RETURNED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN,
THIS PROXY WILL BE VOTED BY THE PROXIES FOR THE ELECTION OF THE DIRECTOR
NOMINEES LISTED BELOW, FOR THE RATIFICATION OF THE APPOINTMENT OF AMPER,
POLITZINER & MATTIA AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL
YEAR ENDING JUNE 30, 1999, AND IN ACCORDANCE WITH THEIR DISCRETION UPON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF.
THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE THE AUTHORITY HEREBY GRANTED
IS EXERCISED BY (I) DELIVERING A WRITTEN STATEMENT OF REVOCATION TO GREG MANNING
AUCTIONS, INC., 775 PASSAIC AVENUE, WEST CALDWELL, NEW JERSEY 07006, ATTENTION:
SECRETARY (II) BY SUBMITTING A LATER DATED PROXY OR (III) ATTENDING THE ANNUAL
MEETING AND VOTING IN PERSON.
YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE URGED TO SIGN AND RETURN THIS
PROXY CARD WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
[Please date and sign on the reverse side]
<PAGE>
The Board of Directors recommends a vote FOR the election of the director
nominees listed below and FOR all the items below, and shares will be so voted
unless you indicate otherwise.
1. Election of Directors, to serve until the 2000 annual meeting of shareholders
of the Company and until their respective successors shall have been duly
elected and qualified.
[ ] FOR the nominees listed at right.
[ ] WITHHOLD AUTHORITY to vote for the nominees listed at right.
Nominees for Directors are:
GREG MANNING
ALBERTINO DE FIGUEIREDO
2. Ratification of the Appointment of Amper, Politziner & Mattia as the
Company's independent public accountants for the Company's fiscal year ending
June 30, 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3 In their discretion, the Proxies are authorized to consider and act upon such
other matters as may properly come before the meeting or any and all
postponements or adjournments thereof.
Signature_____________________________________
Signature_____________________________________
Dated___________________________________, 1998
NOTE:
Please sign exactly as name appears. When shares are held by joint tenants, both
should sign. When signing as attorney, executor, administrator, trustee, broker
or guardian, please give full title and proof of authority as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY,
USING THE ENCLOSED ENVELOPE.
