As filed with the Securities and Exchange Commission on December 21, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GREG MANNING AUCTIONS, INC.
(Exact name of registrant as specified in its charter)
New York 7389 22-2365834
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
775 Passaic Avenue
West Caldwell, New Jersey 07006
(973) 882-0004
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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GREG MANNING
775 Passaic Avenue
West Caldwell, New Jersey 07006
(973) 882-0004
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
SCOTT S. ROSENBLUM, ESQ.
PETER G. SMITH, ESQ.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
If the securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act"), check the following
box. |X|
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If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_| _______
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_| _______
If the delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
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Number of Proposed
Shares Maximum Proposed Maximum
Title of Shares to be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price(1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share......... 200,000 $13.03 $2,606,250 $525
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(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act, based on the average
of the high and low sales prices for the Common Stock reported on the
Nasdaq SmallCap Market on December 14, 1998.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until this Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
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<PAGE>
PROSPECTUS SUBJECT TO COMPLETION
DECEMBER 21, 1998
200,000 SHARES
GREG MANNING AUCTIONS INC.
COMMON STOCK
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The shares of common stock of Greg Manning Auctions, Inc. (the Company"
or "GMA") covered by this Prospectus are being offered and sold by Brown
Brothers Harriman & Co., the selling stockholder ("Brown Brothers" or the
"Selling Stockholder"). GMA will not receive any of the proceeds from the sale
of the shares offered by the Selling Stockholder.
No underwriting is being used in connection with this offering of
common stock. The shares of common stock are being offered without underwriting
discounts. GMA will pay the expenses of this registration. The Selling
Stockholder will pay any normal brokerage commissions, discounts and fees.
Consequently, the Selling Stockholder's net proceeds from its sale of shares
will be the purchase price of the shares sold, less its expenses.
GMA's common stock is traded on the Nasdaq SmallCap Market under the
symbol "GMAI". On December 16, 1998, the last sale price for GMA's common stock,
as reported on the Nasdaq SmallCap Market, was $14.94 per share.
Investing in GMA's common stock involves certain risks. See "Risk
Factors" beginning on page 3.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The information in this Prospectus is not complete and may be changed.
These securities may mot be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This Prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
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The date of this Prospectus is December __, 1998.
<PAGE>
TABLE OF CONTENTS
Where You Can Find More Information...........................................2
About GMA.....................................................................3
Risk Factors..................................................................3
Use of Proceeds...............................................................5
Selling Stockholder...........................................................6
Plan of Distribution..........................................................6
Legal Matters.................................................................6
Experts.......................................................................6
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<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC"). Our
SEC filings are available to the public over the Internet at the SEC's web site
at http://www.sec.gov. You may also read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this Prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, until the Selling Stockholder sells all the shares:
The following documents are incorporated by reference into this
Prospectus:
o Annual Report on Form 10-KSB for the fiscal year ended June 30,
1998;
o Quarterly Report on Form 10-QSB for the quarter ended September 30,
1998;
o Current Report on Form 8-K filed November 13, 1998; and
o The description of GMA's capital stock set forth in its Registration
Statement under the Securities Exchange Act of 1934, as amended, on
Form 8-A filed with the SEC on May 14, 1993.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Investor Relations Manager
Greg Manning Auctions, Inc.
775 Passaic Avenue
West Caldwell, New Jersey 07006
Telephone number: (973) 882-0004
You should rely on the information incorporated by reference or
provided in this Prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. The Selling Stockholder
will not make an offer of these shares in any state where the offer is not
permitted. You should not assume that the information in this Prospectus or any
supplement is accurate as of any date other than the date shown on the front of
those documents.
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RECENT DEVELOPMENTS
On October 29, 1998, GMA acquired all of the capital stock of
Teletrade, Inc. ("Teletrade"), a New York-based company which operates an
online, telephone and internet-based auction system for the sale of
collectibles, principally certified coins, gemstones, sports trading cards and
sports memorabilia. The purchase price for Teletrade was approximately $6
million, consisting of $1.8 million in GMA common stock, $3.0 million in cash
and $0.75 million in promissory notes. The cash used for the acquisition was
available from the purchase by each of Leon Liebman, Greg Manning and Afinsa
Bienes Tangibles S.A. of 200,000 shares of GMA Common Stock and the term loan
from Brown Brothers described below. In connection with the purchase of
Teletrade, Mr. Liebman was elected to the board of directors of GMA.
Immediately prior to the consummation of the Teletrade acquisition, GMA
secured a term loan from Brown Brothers in the amount of $1.5 million, bearing
interest at the rate of 10% per annum, payable monthly. The loan is secured by
all personal property and fixtures of GMA, including accounts, contract rights,
equipment, inventory and general intangibles, and including the personal
property and fixtures of Teletrade.
RISK FACTORS
Before investing in our common stock, you should be aware that there
are various risks involved in such an investment. You should carefully consider
the following risk factors and other information in this Prospectus before
deciding to invest in GMA common stock.
Recent Results of Operations
The Company incurred net losses of $231,552 for the fiscal year ended
June 30, 1998, and net income of $209,621 for the fiscal quarter ended September
30,1998. The net income for the quarter ended September 30, 1998 was
attributable to a gain of approximately $289,544 (net of taxes) from the sale of
certain investment securities, offset primarily by an operating loss of $60,460
(net of taxes).
The Company believes that its recent results are attributable primarily
to lower expenses, higher gross margins as a percentage of sales and increased
revenues from commissions. The Company has implemented a cost reduction program
and has begun to explore new sources of collectibles in an effort to increase
margins and revenues from commissions (primarily through its recently acquired
Teletrade subsidiary). There can be no assurance, however, that these steps (or
any others will result in a significant improvement in the Company's financial
condition, on either a short or long-term basis.
In addition, the Company is a party to a revolving credit and term loan
facility with Brown Brothers. At November 30, 1998, borrowings under the
revolving credit facility and term loans totaled $4,252,000 and $1,631,250,
respectively. Brown Brothers has agreed that, absent a material adverse change
(as determined by Brown Brothers) or event of default, it will provide the
Company with a 120-day period prior to issuing a demand for repayment, provided
that the Company is in compliance with certain financial and operating
guidelines. At June 30, 1998, the Company was not in compliance with a guideline
relating to the formula of earnings before interest, depreciation and taxes to
interest expense. As a result, Brown Brothers had the right under the loan
facility to demand immediate repayment of all amounts outstanding without the
otherwise applicable 120-day advance notice period. The Company believes that at
September 30, 1998, it was in compliance with such guidelines.
Uncertainty of Market Conditions
The business of the Company is substantially dependent upon obtaining
collectibles on consignment for sale at auction, and to a lesser extent, the
ability of the Company to purchase collectibles outright for sale at auction. At
times there is a limited supply of collectibles available for sale by the
Company, and such supply varies from time to time. While the Company generally
has not experienced a lack of collectibles that has prevented it from conducting
appropriately sized auctions on an acceptable schedule, no assurance can be
given
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that the Company will be able to obtain consignments of suitable quantities of
collectibles in order to conduct auctions of the size, and at the times, the
Company may desire in the future. The Company's inability to do so would have a
material adverse effect on the Company.
The Company's ability to acquire inventory for sale depends on its
success in marketing its services to owners of property, the quality of such
services, the ability of the Company to sell property consigned to it, and the
conditions in the worldwide stamp, coins and other collectibles markets, such as
price levels and the tastes and demands of collectors. A decline in the price
levels of, or the demand for, stamps, coins and other collectibles could result
in a decrease in the dollar value of stamps, coins and other collectibles sold
at auction, and a resulting reluctance of owners to consign collectibles for
sale at auction. The Company has not, however, observed a general decrease in
the prices of collectibles during recent years. The Company believes that only
very substantial decreases in the price levels of collectibles sold by it would
materially adversely affect the Company's business. With respect to stamps,
which has historically been the Company's core business area, and coins, which
has been an important core business area for Teletrade, price levels and demand
have traditionally not been adversely affected by negative economic conditions,
primarily because the company's worldwide supplier and customer base has
continued to utilize the services of the Company even during recessionary
periods. In fact, during the recessionary period of the early 1990s, the
Company's sales increased (and have continued to increase), and the Company did
not and has not observed any decline in prices at which stamps have sold. There
can be no assurances, however, that price levels and demand will not decrease in
the future, whether as a result of decline in general economic conditions or
otherwise. The Company believes that the stamp and coin market remained stable
during the recent recessionary period because the predominate participants are
collectors and professional dealers, and not investors. In addition, the Company
has observed an increase in the general market for sports trading cards and
sports memorabilia, into which the Company had expanded prior to the Teletrade
acquisition and in which Teletrade has been active. The sports collectibles
market is, however, more volatile than the stamp and coin market because the
predominate participants are investors. In addition, this market has only
recently developed and accordingly does not have the relatively lengthy history
of the stamp market.
Dependence on Existing Management
The development and success of the Company's business has been and will
continue to be dependent substantially upon its President, Chairman and Chief
Executive Officer, Greg Manning, and significantly upon its Executive Vice
President, William T. Tully, Jr. The unavailability of Mr. Manning, for any
reason, would have a material adverse effect upon the business, operations and
prospects of the Company, and the unavailability of Mr. Tully could adversely
affect the Company's expansion prospects if a suitable replacement is not
engaged. The Company has entered into an employment agreement with Mr. Manning
through June 30, 1999. The Company also currently owns a life insurance policy
on Mr. Manning's life with benefits payable to the Company in the amount of
$1,000,000. In addition, the Company's board of directors recently approved an
extension of Mr. Tully's employment terms through June 30, 2001.
Extension of Credit
The Company frequently grants credit to certain purchasers at its
auctions permitting them to take immediate possession of auctioned property on
an open account basis, within established credit limits, and to make payment in
the future, generally within 30 days. This practice facilitates the orderly
conduct and settlement of auction transactions, and enhances participation at
the Company's auctions. In such events, however, the Company is liable to the
seller who consigned the property to the Company for the net sale proceeds even
if the buyer defaults on payment to the Company. While the dollar volume of the
Company's potential exposure from this practice may be substantial at any
particular point in time, this practice has not resulted in a material loss to
the Company. This is primarily because the Company evaluates customers'
creditworthiness on a case-by-case basis and only extends credit to purchasers
whom the Company deems creditworthy; generally such purchasers are professional
dealers or collectors who have regularly purchased property at the Company's
auctions or whose reputations within the industry are known and respected by the
Company.
Competition
The business of selling stamps, coins and other collectibles at auction
is highly competitive. The Company competes with number of auction houses
throughout the United States and the world. While the
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Company believes that there is no dominant company in the stamp or coin auction
or collectibles businesses in which it operates, there can be no assurances that
other concerns with greater financial and other resources and name recognition
will not enter the market.
Dividend Policy
The Company has never declared or paid a dividend on its common stock,
and management expects that a substantial portion of the Company's future
earnings will be retained for expansion or development of the Company's
business. Whether the Company will pay dividends in the future will be at the
discretion of the Company's Board of Directors and will depend upon, among other
things, future earnings, operations, capital requirements and surplus, the
general financial condition of the Company, restrictive covenants in loan or
other agreements to which the Company may become subject, and such other factors
as the Board of Directors may deem to be relevant.
Control of the Company by Greg Manning
Greg Manning, Chairman of the Board, President and Chief Executive
Officer of the Company, beneficially owns and controls the vote of approximately
26.75% of the outstanding shares of the Company common stock. Such concentration
of ownership, not subject to any voting restrictions, could limit the price that
certain investors might be willing to pay in the future for Common Stock. In
addition, Mr. Manning is in a position to impede transactions that maybe
desirable for other shareholders including, without limitation, making it more
difficult for a third party to acquire, or of discouraging a third party from
attempting to acquire, control of the Company.
Shares Eligible for Future Sale
The prevailing market price of the Common Stock could be adversely
affected by future sales of substantial amounts of Common Stock by existing
shareholders. Greg Manning owns approximately 26.75% of the outstanding Common
Stock, which he may sell in whole or in part subject to applicable requirements
for registration under the Securities Act or under applicable exemptions which
limit the manner and volume of sales. 100,000 of the shares owned by Mr. Manning
represent shares underlying certain currently exercisable options granted to Mr.
Manning pursuant to the Company's Stock Option Plan. Such shares, together with
the shares underlying the options granted and to be granted to all other
officers, employees and directors of the Company pursuant to the Company's Stock
Option Plan, have been registered under the Securities Act and accordingly may
be sold without restriction. Mr. Manning has, however, advised the Company that
he has no present intention of selling the Company's shares owned by him and
that such registration is being done solely for the purpose of Mr. Manning's
estate and tax planning. In addition, an aggregate of 815,000 shares of Common
Stock issued to Leon Liebman the Teletrade acquisition and issuable pursuant to
options granted to Leon Liebman and Bernard Rome, both former stockholders of
Teletrade, at that time, are subject to certain rights to request registration
in the future, although it is agreed that such shares may not be sold for a
minimum of one year after the Teletrade acquisition
Certain Anti-Takeover Provisions
The Company's Restated Certificate of Incorporation and Amended and
Restated Bylaws contain certain provisions (including the Board of Directors'
authority to issue shares of preferred stock with such lawful rights and
preferences as it may choose) that could have the effect of either making it
more difficult for a third party to acquire or discouraging a third party from
attempting to acquire, control of the Company without negotiating with its Board
of Director. Such provisions could limit the price that certain investors might
be willing be to pay in the future for the Company's securities. Certain of such
provisions provide for a clarified Board of Directors with staggered terms,
allow the Company to issue preferred stock with rights senior to the Common
Stock, and impose various procedural and other requirements which could make it
more difficult for stockholders to effect certain caproate actions.
USE OF PROCEEDS
All net proceeds from the sale of the GMA common stock offered hereby
will go to the Selling Stockholder.
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SELLING STOCKHOLDER
As of December 18, 1998, Brown Brothers owned a warrant to purchase
200,000 shares of GMA common stock at an exercise price of $2.00 per share. All
of the 200,000 shares issuable by GMA to Brown Brothers upon exercise of Brown
Brothers' warrant are being offered for resale pursuant to this Prospectus. The
warrant was originally issued to Brown Brothers in connection with the term loan
made by Brown Brothers to GMA for purposes of the Teletrade acquisition. Before
this offering, the 200,000 shares issuable upon exercise of Brown Brothers'
warrant represented 3.3% of the outstanding GMA common stock. After completion
of the sale of shares in the offering, Brown Brothers will not own any GMA
common stock.
PLAN OF DISTRIBUTION
GMA will pay all expenses of registration of the common stock offered
hereby, other than commissions, discounts and fees of brokers, dealers or
agents. GMA will not receive any of the proceeds from the sale of the common
stock by Brown Brothers.
The common stock may be sold from time to time by Brown Brothers. Such
sales may be made on one or more exchanges or in the over-the-counter market, or
otherwise, at prices and on terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. Brokers or dealers
involved in the sale may receive commissions or discounts in connection with
such sale in amounts to be negotiated (and, if such broker or dealer acts as
agent for the purchaser of such shares of GMA common stock, from such
purchaser).
GMA has agreed with the Selling Stockholder to keep the Registration
Statement, of which this Prospectus is a part, effective for a period ending 180
days from the date of this Prospectus or on any earlier date on which all of the
shares offered by this Prospectus have been sold and the distribution
contemplated by this Prospectus has been completed, subject to certain
exceptions and limitations. In addition, GMA has agreed to indemnify the Selling
Stockholder against certain liabilities, including certain liabilities under the
Securities Act of 1933, as amended, or to contribute to payments which the
Selling Stockholder may be required to make in respect of such liabilities.
LEGAL MATTERS
Certain legal matters in connection with the shares of GMA common stock
offered hereby have been passed upon for GMA by Kramer Levin Naftalis & Frankel
LLP, New York, New York. A member of such firm is a Director of GMA and owns
4,000 shares of GMA common stock and options granted pursuant to the Company's
stock option plan to acquire an additional 30,000 shares of GMA common stock.
EXPERTS
Amper, Politziner & Mattia P.A., independent public accountants,
audited our consolidated financial statements and schedules incorporated by
reference in this Prospectus and elsewhere in this Registration Statement, as
indicated in their report with respect thereto. These documents are incorporated
by reference herein in reliance upon the authority of Amper, Politziner & Mattia
P.A. as experts in accounting and auditing in giving the report.
No dealer, salesman or other person has been authorized to give any
information or to make representations other than those contained in this
Prospectus, and if given or made, such information or representations must not
be relied upon as having been authorized by GMA or the Selling Stockholder.
Neither the delivery of this Prospectus nor any sale hereunder shall, under any
circumstances, create an implication that the information herein is correct as
of any time subsequent to its date. This Prospectus does not constitute an offer
to or solicitation of offers by anyone in any jurisdiction in which such offer
or solicitation is not authorized or in which the person making such offer is
not qualified to do so or to anyone to whom it is unlawful to make such offer or
solicitation.
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200,000 SHARES
GREG MANNING AUCTIONS, INC.
COMMON STOCK
PROSPECTUS
DECEMBER __, 1998
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The Registrant estimates that expenses payable by the Registrant in
connection with the offering described in this Registration Statement will be as
follows:
Total
SEC registration fee (actual) ................................ $ 525
Accounting fees and expenses ................................. $
Legal fees and expenses....................................... $
Printing and engraving expenses............................... $
Miscellaneous expenses........................................ $
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Item 15. 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 NBYCL (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), judgements, 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.
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Item 16. Exhibits
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Exhibit No. Description
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5.1** Opinion of Kramer Levin Naftalis & Frankel LLP.
23.1* Consent of Amper, Politziner & Mattia P.A.
23.2** Consent of Kramer Levin Naftalis & Frankel LLP (contained in the opinion filed as Exhibit
5.1 hereto).
24.1* Power of Attorney (contained on the signature page of this Registration Statement).
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* Filed herewith
** To be filed by amendment
Item 17. Undertakings
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 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 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.
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 the 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 clauses (i) and (ii) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a
post-effective amendment by such clauses is contained in
periodic reports file with or furnished to the Commission by
the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 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;
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(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.
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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on December 18, 1998.
GREG MANNING AUCTIONS, INC.
By: /s/ Greg Manning
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Name: Greg Manning
Title: Chairman of the Board, 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
or all amendments to this 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 attorneys-in-fact and
agents, and each of them, 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 for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or his substitute or substitutes, may lawfully 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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ James Smith Chief Financial Officer (Principal December 21, 1998
- ------------------------ Financial and Accounting Officer)
James Smith
/s/ Greg Manning Chairman of the Board, President and December 21, 1998
- -------------------------- Chief Executive Officer and Director
Greg Manning
/s/ William Tully Executive Vice President, Chief December 21, 1998
- -------------------------- Operating Officer and Director
William Tully
/s/ Anthony Bongiovanni Director December 21, 1998
- --------------------------
Anthony Bongiovanni
/s/ Albertino Detigueiredo Director December 21, 1998
- --------------------------
Albertino Detigueiredo
/s/ Leon Liebman Director December 21, 1998
- ---------------------------
Leon Liebman
/s/ Scott Rosenblum Director December 21, 1998
- ---------------------------
Scott Rosenblum
</TABLE>
II - 4
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5.1** Opinion of Kramer Levin Naftalis & Frankel LLP.
23.1* Consent of Amper, Politziner & Mattia P.A.
23.2** Consent of Kramer Levin Naftalis & Frankel LLP (contained in
the opinion filed as Exhibit 5.1 hereto).
24.1* Power of Attorney (contained on the signature page of this
Registration Statement).
- ---------------
*Filed herewith
**To be filed by amendment
II - 5
