SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Greg Manning Auctions, Inc.
(Exact Name of Registrant as Specified in Its Charter)
New York 22-2365834
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
775 Passaic Avenue
West Caldwell, New Jersey 07006
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of debt
debt securities and is effective upon securities and is to become
filing pursuant to General Instruction effective simultaneously with the
A(c)(1), please check the following effectiveness of a concurrent
box. [ ] registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered class is to be registered
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Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
DESCRIPTION OF SECURITIES
The Registrant is authorized to issue 20,000,000 shares of Common Stock,
$.01 par value per share (the "Common Stock"), and 10,000,000 shares of
Preferred Stock, .01 par value per share (the "Preferred Stock"). As of
September 30, 1999, the Registrant had 6,822,745 shares of its Common Stock
outstanding; no shares of Preferred Stock are outstanding.
The following summary is qualified in its entirety by reference to the
Restated Certificate of Incorporation and the Registrant's Amended and Restated
By-Laws (the "By-Laws") of the Registrant.
COMMON STOCK
Each shareholder is entitled to cast one vote, either in person or by
proxy, for each share owned of record on all matters submitted to a vote of
stockholders, including the election of directors. The holders of shares do not
possess cumulative voting rights, which means that the holders of more than 50%
of the outstanding shares voting for the election of directors can elect all of
the directors, and, in such event, the holders of the remaining shares will be
unable to elect any of the Registrant's directors.
Holders of outstanding shares of Common Stock are entitled to share ratably
in such dividends as may be declared by the Board of Directors out of funds
legally available therefor. See "Dividend Policy." Upon the liquidation,
dissolution, or winding up of the Registrant, each outstanding share of Common
Stock will be entitled to share equally in the assets of the Registrant legally
available for distribution to stockholders of any outstanding shares of
Preferred Stock.
Holders of the shares of Common Stock have no preemptive rights. There are
no conversion or subscription rights, and shares are not subject to redemption.
All of the outstanding shares of Common Stock are, and the shares underlying the
various outstanding warrants and options will be, when issued and paid for in
accordance with the terms thereof, duly issued, fully paid and nonassessable.
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PREFERRED STOCK
The Board of Directors of the Registrant has authority (without action by
the shareholders) to issue the authorized and unissued Preferred Stock in one or
more series and, within certain limitations, to determine the voting rights
(including the right to vote as a series on particular matters and elect
directors in certain circumstances), preferences, conversion, and other rights
of each such series. While the Registrant believes that allowing the Board of
Directors the authority to issue such shares of Preferred Stock is in the best
interests of the Registrant and its shareholders, such authority may have the
effect of protecting management against outside interests and in retaining its
position.
TRANSFER AGENT AND WARRANT AGENT
The transfer agent for the Common Stock is American Stock Transfer & Trust
Co., 40 Wall Street, New York, New York 10005 ("AST").
SECTION 912 OF THE NEW YORK LAW AND OTHER CHANGE OF CONTROL PROVISIONS
Generally, Section 912(b) of the New York Business Corporation Law (the
"NYBCL") prohibits a publicly held New York corporation from engaging in a
"business combination" with an "interested shareholder" for a period of five
years after the date of the transaction in which the person became an interested
shareholder, unless the combination or the transaction in which the person
became an interested shareholder is approved by the board of directors of the
corporation before the date such person became an interested shareholder. If the
business combination is not previously approved, the interested shareholder may
effect a business combination after the five-year period only if a majority of
the shares not owned by interested shareholders vote in favor of the combination
or the aggregate amount of the offer meets certain fair price criteria. A
"business combination" includes mergers, asset sales and other transactions
resulting in a financial benefit to the shareholder. An "interested shareholder"
is a person who together with affiliates and associates owns (or within five
years, did own) 20% or more of the corporation's voting stock.
The Restated Certificate of Incorporation and the By-laws contain certain
other provisions that may make it more difficult to effectuate a change in
control of the Registrant. The Restated Certificate of Incorporation provides
that the Board be classified into three classes, as nearly equal in size as
possible, with the term of office of one class expiring each year; directors can
be removed from office only for cause and only by a majority vote of the
shareholders; shareholders who desire to nominate a director for election at an
annual meeting of shareholders give the Registrant at least 60 days prior
written notice of such intent; and that shareholders
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who desire to nominate a director for election at a special meeting of
shareholders give written notice of such intent by the close of business on the
seventh day following the notice of such meeting.
CERTAIN PROVISIONS RELATING TO LIMITATION OF LIABILITY AND INDEMNIFICATION OF
DIRECTORS
The Restated Certificate of Incorporation contains provisions which would
limit the scope of personal liability of directors to the Registrant or its
shareholders for monetary damages for breach of fiduciary duty. The provisions
are consistent with Section 402(b) of the NYBCL, which is designed, among other
things, to encourage qualified individuals to serve as directors of New York
corporations by permitting a New York corporation and its shareholders to adopt
provisions in the corporation's certificate of incorporation limiting directors'
liability for monetary damages for breach of duty of care.
The indemnification provisions will protect the Registrant's directors
against personal liability from breaches of their duty of care in certain
circumstances. The provisions would absolve directors of liability for
negligence in the performance of their duties. Directors would remain liable,
under current law, for breaches of their duty of loyalty to the corporation and
its shareholders, as well as acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law or a transaction
from which a director derives improper personal benefit. Also, the provisions
would not absolve directors of liability under Section 719 of the NYBCL, which
makes directors personally liable for unlawful dividends or unlawful stock
repurchases or redemptions and expressly sets forth a negligence standard with
respect to such liability. Further, these provisions would not eliminate or
limit liability of directors arising in connection with causes of action brought
under Federal securities laws.
While the provisions of the Restated Certificate of Incorporation provide
directors with protection from awards of monetary damages for breaches of their
duty of care, it does not eliminate the directors' duty of care. Accordingly,
the provisions of the Restated Certificate of Incorporation would have no effect
on the availability of suitable remedies such as an injunction or rescission
based upon a director's breach of his duty of care.
Item 2. Exhibits
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1. Certificate of Incorporation of the Registrant. Incorporated by
reference to Exhibit 3(a) to the Registrant's Form SB-2,
Registration Number 33-55792-NY, dated May 14, 1993 (the "1993
Form SB- 2").
2. By-laws, as amended, of Registrant. Incorporated by reference to
Exhibit 3(b) to the 1993 Form SB-2.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Greg Manning Auctions, Inc.
By: /s/ Greg Manning
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Greg Manning
Chairman of the Board and Chief
Executive Officer
Date: October 7, 1999
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