As filed with the Securities and Exchange Commission on November 13, 1998
Registration No. 33301048
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT
NO. 1 TO
REGISTRATION STATEMENT ON
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
GREG MANNING AUCTIONS, INC.
(Exact name of Registrant as Specified in its Charter)
New York
(State or Other Jurisdiction of Incorporation or Organization)
22-2365834
(I.R.S. Employer Identification Number)
775 Passaic Avenue
West Caldwell, New Jersey 07006
(973) 882-0004
(Address of Registrant's principal executive offices)
GREG MANNING AUCTIONS, INC.
1993 STOCK OPTION PLAN, AS AMENDED
(Full title of the plan)
Greg Manning
Greg Manning Auctions, Inc.
775 Passaic Avenue
West Caldwell, New Jersey 07006
(Name and Address of Agent for Service)
(973) 882-0004
Telephone Number, Including Area Code of Agent for Service
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference in this Post-Effective
Amendment to Registration Statement the following documents:
(a) The Registrant's latest annual report on Form 10-KSB, filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), containing audited financial statements for the
Registrant's latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a) above.
(c) The Registrant's Registration Statement on Form 8-A, filed pursuant
to Section 12(g) of the Exchange Act, which contains a description of the
Company's securities, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant and the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all of the securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the
date of filing such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Legal matters relating to the securities offered hereby have been
passed upon for the Registrant by Kramer, Levin, Naftalis LLP, New York, New
York, which has rendered an opinion as to the validity of the securities being
registered hereby. Scott S. Rosenblum is a partner of that firm and is a
director of the Company.
Item 6. Indemnification of Directors and Officers.
Reference is made to Section 402(b) of the New York Business
Corporation Law (the "NYBCL"), which enables a corporation in its original
certificate or an amendment thereto to eliminate or limit the personal liability
of a director for violations of the director's fiduciary duty, except for the
liability of any director if a judgment or other final adjudication adverse to
him establishes that (i) his acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law or (ii) he personally
gained in fact a financial profit or other advantage to which he was not legally
entitled or (iii) his acts violated Section 719 of the NYBCL (providing for
liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions). The Registrant's Restated Certificate of
Incorporation contains provisions permitted by Section 402(b) of the NYBCL.
Reference also is made to Section 722 of the NYBCL which provides that
a corporation may indemnify any persons, including officers and directors, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer, director,
employee or agent of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
necessarily incurred by such person in connection with such action, suit or
proceeding, provided such officer, director, employee or agent acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, for criminal proceedings, had no reasonable
cause to believe that his conduct was unlawful. A New York corporation may
indemnify officers and directors in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred.
The Registrant's Restated Certificate of Incorporation provides for
indemnification of directors and officers of the Registrant to the fullest
extent permitted by the NYBCL. The Registrant has obtained liability insurance
for each director and officer for certain losses arising from claims or charges
made against them while acting in their capacities as directors or officers of
the Registrant.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
EXHIBITS, LIST AND REPORTS ON FORM 10-KSB FOR THE YEAR ENDED JUNE 30,
1998
Exhibit
No. Description
--- -----------
3.1 Restated Certificate of Incorporation of Registrant. Incorporated by
reference to Exhibit 3(a) to the Company's Form SB-2, Registration
Number 33-55792-NY, dated May 14, 1993 (the "1993 Form SB-2").
3.2 By-laws, as amended, of Registrant. Incorporated by reference to
Exhibit 3(b) to the 1993 Form SB-2.
5.1 Opinion of Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
regarding legality of securities being registered (including
consent). Incorporated by reference to Exhibit 5.1 to the Company's
Registration Statement on Form S-8, Registration Number 33301048,
dated February 5, 1996.
10.1 1993 Stock Option Plan. Incorporated by reference to Exhibit 10(a)
to the 1993 Form SB-2 and incorporated by reference to Exhibit A to
the Proxy Statement of the Company dated January 31, 1994.
10.2 Employment Agreement between Greg Manning and Registrant dated as of
May 14, 1993. Incorporated by reference to Exhibit 10(b) to the Form
SB-2 and incorporated by reference to Exhibit 4.1 to Form 10-QSB of
the Company for the period ended December 31, 1995, dated February
13, 1996, as amended.
10.3 Second Amendment to Employment Agreement between Greg Manning and
Registrant, dated as of September 11, 1997.
10.4 Employment Agreement between William T. Tully and Registrant, dated
as of May 14, 1993. Incorporated by reference to Exhibit 10(c) to
the form 1993 Form SB-2 and incorporated by reference to Exhibit
10.26 to Form 10-QSB of the Company for the period ended December
31, 1993 and dated February 22, 1994.
10.5 Inventory Acquisition and Non Competition Agreement between
Collectibles Realty Management, Inc. and Registrant, dated as of
July 1, 1993. Incorporated by reference to Exhibit 10(e) to the 1993
Form SB-2.
10.6 Financial Consulting Agreement with JWCharles Securities, Inc. and
Corporate Securities, Inc. Incorporated by reference to Exhibit
10(f) to the 1993 Form SB-2.
10.7 Registration Rights Agreement dated November 4, 1994, among the
Company and the holders of restricted stock. Incorporated by
reference to Exhibit 10.1 of the Company's Report on Form 8-K, dated
November 4, 1994.
10.8 Shareholder's Common Stock Purchase Warrant,dated November 4, 1994,
among the Company and the Selling Shareholders. Incorporated by
reference to Exhibit 10.2 of the Company's Report on Form 8-K, dated
November 4, 1994.
10.9 Placement Agent's Common Stock Purchase Warrant, dated November 4,
1994, among the Company and JW Charles Securities, Inc. and
Corporate Securities Group, Inc. Incorporated by reference to
Exhibit 10.3 of the Company's Report on Form 8-K, dated November 4,
1994.
10.10 Demand Promissory Note, dated June 1, 1995, of Greg Manning
Auctions, Inc. (Maker) to Brown Brothers Harriman & Co. (Holder).
Incorporated by reference to Exhibit 10.1of the Company's Report on
Form 8-K, dated May 26, 1995.
10.11 Demand Promissory Note, dated June 3, 1996, of Greg Manning
Auctions, Inc. (Maker) to Brown Brothers Harriman & Co. (Holder).
Incorporated by reference to Exhibit 10.10 of the Company's Report
on Form 10-KSB for the year ended June 30,1996.
10.12 General Security Agreement, dated May 26, 1995, from Greg Manning
Auctions, Inc. to Brown Brothers Harriman & Co. Incorporated by
reference to Exhibit 10.2 of the Company's Report on Form 8-K, dated
May 26, 1995.
10.13 Guaranty, dated May 26, 1995, from Greg Manning Auctions, Inc. and
Ivy & Mader Philatelic Auctions, Inc. to Brown Brothers Harriman &
Co. Incorporated by reference to Exhibit 10.3 of the Company's
Report on Form 8-K, dated May 26, 1995.
10.14 Secured Promissory Note, dated November 19, 1996, by Greg Manning
Auctions, Inc., as maker, in favor of Brown Brothers Harriman & Co.,
as payee. Incorporated by reference to Exhibit 10.1 of the Company's
Report on Form 8-K, dated December 4, 1996.
10.15 Form of Stock Purchase Agreement, in connection with the offering
made pursuant to the exemption from registration provided by
Regulation S under the Securities Act of 1933. Incorporated by
reference to the Company's Report on Form 8-K, dated July 3, 1995.
10.16 Form of Purchase Warrant, in connection with the offering made
pursuant to the exemption from registration provided by Regulation S
under the Securities Act of 1933. Incorporated by reference to the
Company's Report on Form 8-K,dated July 3, 1993.
10.17 1997 Stock Option Plan. Incorporated by reference to Exhibit A to
the Proxy Statement of the Company dated October 28, 1997. 23.1
Consent of Price Waterhouse LLP. Incorporated by reference to
Exhibit 5.1 to the Company's Registration Statement on Form S-8,
Registration Number 33301048,dated February 5, 1996.
23.2 Consent of Amper Poliziner & Mattia.*
24.1 Power of Attorney (included on signature page)
- ---------------------
* Filed herewith
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells,
post-effective amendments or further post-effective amendments to this
Registration Statement and Post-Effective Amendment to:
Include any additional or changed material information on the plan of
distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new Registration Statement of the securities
offered and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements of filing on Form S-8 and authorizes this
Post-Effective Amendment to Registration Statement to be signed on its behalf by
the undersigned, in the City of West Caldwell, State of New Jersey, on November
13, 1998.
GREG MANNING AUCTIONS, INC.
By:/s/ Greg Manning
--------------------
Greg Manning, Chairman, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Greg Manning his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all further amendments to this Post-Effective Amnedment to Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact, agent,
or his substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title(s) Date
- --------- -------- ----
<S> <C> <C>
/s/ Greg Manning Chairman of the Board, President and November 13, 1998
- ---------------- Chief Executive Officer (Principal
Greg Manning Executive Officer)
/s/ James A. Smith Chief Financial Officer November 13, 1998
- ------------------ (Principal Financial Officer)
James A. Smith
/s/ William T. Tully Director, Executive Vice President and November 13, 1998
- -------------------- Chief Operating Officer
William T. Tully, Jr.
/s/ Anthony Bongiovanni Director
- -----------------------
Anthony Bongiovanni November 13, 1998
/s/ Scott S. Rosenblum Director
- ----------------------
Scott S. Rosenblum November 13, 1998
</TABLE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in Post-Effective Amendment
No. 1 to Registration Statement on Form S-8 (No. 33301048) and the Prospectus
contained therein of (a) our report dated October 9, 1997 appearing on page 18
of Greg Manning Auctions, Inc.'s Annual Report on Form 10-KSB for the year ended
June 30, 1997; and (b) our report dated September 23, 1998 appearing on page 17
of Greg Manning Auctions, Inc.'s Annual Report on Form 10-KSB for the year ended
June 30, 1998.
AMPER, POLITZINER & MATTIA P.A.
November 11, 1998
