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
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
|X| Definitive proxy statement by Rule 14a-6(e)(2))
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
GREG MANNING AUCTIONS, INC.
---------------------------
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
|X| No Fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(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:
(4) Proposed maximum aggregate 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:
<PAGE>
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
2
<PAGE>
GREG MANNING AUCTIONS, INC.
775 PASSAIC AVENUE
WEST CALDWELL, NEW JERSEY 07006
September 15, 1999
To the shareholders of Greg Manning Auctions, Inc.:
You are cordially invited to attend the special meeting of shareholders
of Greg Manning Auctions, Inc. to be held on Thursday, October 7, 1999 at 10:00
a.m., local time, at the Company's corporate headquarters at 775 Passaic Avenue,
West Caldwell, New Jersey 07006. Notice of the special meeting and Proxy
Statement describing the formal business to be conducted at the special meeting
follow this letter.
At this special meeting, holders of shares of common stock of GMAI will
be asked to consider and vote upon a proposal to approve and ratify the issuance
and sale of 200,000 shares of GMAI common stock on October 29, 1998 to each of
Leon H. Liebman, Greg Manning and Afinsa Bienes Tangibles, S.A. pursuant to
certain investment agreements.
The Board of Directors has approved the issuance and sale of the 200,000
shares of common stock to each of Liebman, Manning and Afinsa and believes it is
in the best interests of GMAI and its shareholders to approve and ratify the
proposal to be considered at the special meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS WHO HOLD SHARES OF
COMMON STOCK COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE
ACCOMPANYING REPLY ENVELOPE TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE
MEETING.
Only GMAI shareholders of record at the close of business on August 27,
1999 will be entitled to vote at the special meeting and at any adjournments or
postponements of that meeting. The foregoing item of business is more fully
described in the accompanying Proxy Statement. A complete list of shareholders
entitled to vote at the special meeting will be open to examination, during
ordinary business hours, at GMAI's corporate headquarters, by any shareholder
for any relevant purpose, for the ten days prior to the special meeting.
If you have any questions or require additional information about the
special meeting or the private transactions giving rise to the special meeting,
please call Martha Husick, Corporate Secretary at (973) 882-0004.
Sincerely,
/s/ Greg Manning
------------------
GREG MANNING
Chairman of the Board and Chief Executive
Officer
<PAGE>
GREG MANNING AUCTIONS, INC.
775 PASSAIC AVENUE
WEST CALDWELL, NEW JERSEY 07006
(973) 882-0004
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 7, 1999
The special meeting of shareholders of Greg Manning Auctions, Inc. will
be held at the Company's corporate headquarters at 775 Passaic Avenue, West
Caldwell, New Jersey 07006 at 10:00 a.m., local time, on Thursday, October 7,
1999, for the following purposes:
1. To consider and vote upon a proposal described more fully in the
accompanying Proxy Statement to approve and ratify the issuance
and sale of 200,000 shares of common stock, $0.01 par value per
share, of GMAI on October 29, 1998 to each of Leon H. Liebman,
Greg Manning and Afinsa Bienes Tangibles, S.A. pursuant to
certain investment agreements.
2. To transact such other business as may properly come before the
special meeting or any adjournment or postponement of the special
meeting.
Only shareholders of record at the close of business on August 27, 1999
are entitled to notice of, and to vote at, the special meeting or any
adjournment or postponement of the special meeting.
THE BOARD OF DIRECTORS OF GREG MANNING AUCTIONS, INC. UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE APPROVAL AND RATIFICATION OF THE
ISSUANCE AND SALE OF 200,000 SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE,
OF GMAI ON OCTOBER 29, 1998 TO EACH OF LEON H. LIEBMAN, GREG MANNING AND AFINSA
BIENES TANGIBLES, S.A.
Whether or not you plan to attend the special meeting in person, please
complete, sign, date and return the enclosed proxy in the accompanying
postage-paid envelope. Shareholders attending the special 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 special meeting.
By Order of the Board of Directors,
/s/Greg Manning
-----------------
Greg Manning
Chairman of the Board and Chief Executive
Officer
West Caldwell, New Jersey
September 15, 1999
<PAGE>
GREG MANNING AUCTIONS, INC.
775 PASSAIC AVENUE
WEST CALDWELL, NEW JERSEY 07006
PROXY STATEMENT
FOR
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON
OCTOBER 7, 1999
--------------------------
BACKGROUND
On October 29, 1998, Greg Manning Auctions, Inc. and each of Leon H.
Liebman, Greg Manning and Afinsa Bienes Tangibles, S.A. entered into an
investment agreement which provided for the issuance and sale of 200,000 shares
of common stock, $0.01 par value per share, of GMAI at a cash purchase price of
$2.50 per share. On October 29, 1998, the closing bid price for the Company's
common stock on the Nasdaq SmallCap Market was $2.4375 per share.
On October 29, 1998, GMAI also entered into a stock purchase agreement
with Leon H. Liebman, Bernard Rome and Richard F. Makely, the shareholders of
Teletrade, Inc., which provided for the acquisition of all of the issued and
outstanding capital stock of Teletrade, Inc. In consideration therefore, among
other things, GMAI issued 750,000 shares of common stock to Leon H. Liebman.
Under National Association of Securities Dealers, Inc. Rule
4310(c)(25)(H)(i)(c), companies that are listed on the Nasdaq SmallCap Market
must obtain shareholder approval prior to issuing greater than 20% of the
issuers outstanding shares of common stock. The purchases by Liebman, Manning
and Afinsa represented less than 20% of GMAI's then outstanding common stock.
The issuance to Liebman of 750,000 shares of common stock in connection with the
Teletrade acquisition, when combined with the private placement of 600,000
shares, represented greater than 20% of GMAI's then outstanding common stock.
While GMAI believes that the private placement to Liebman, Manning and Afinsa
was not part of the same transaction as the acquisition of Teletrade, Nasdaq has
advised GMAI that the two transactions should be aggregated and, therefore, the
private placement of the 600,000 shares of common stock must be ratified and
approved by the GMAI shareholders.
The Board of Directors has therefore called a special meeting of
shareholders to be held at the Company's corporate headquarters at 775 Passaic
Avenue, West Caldwell, New Jersey 07006 on October 7, 1999, at 10:00 a.m. (local
time), and any other dates or times to which the meeting may be adjourned. The
Board of Directors has sent you this Proxy Statement to solicit your proxy to
vote on your behalf at the special meeting. Only shareholders of record as of
the close of business on August 27, 1999 will be entitled to notice of, and to
vote at, the special meeting. The Board of Directors is first sending this Proxy
Statement and accompanying proxy to the shareholders on or about September 15,
1999.
At the special meeting, shareholders will be asked to consider and vote
upon the following proposal:
o To approve and ratify the issuance and sale of 200,000 shares of
GMAI common stock, $0.01 par value per share, on October 29, 1998
to each of Leon H. Liebman, Greg Manning and Afinsa Bienes
Tangibles, S.A. pursuant to certain investment agreements.
Shareholders will also be asked to consider and vote upon such other
business as may properly come before the special meeting or any adjournment or
postponement of the special meeting.
On September 15, 1999, Messrs. Liebman and Manning and Afinsa entered
into an escrow agreement whereby their 600,000 shares of common stock will be
placed in escrow. While the shares are in escrow, Liebman, Manning and Afinsa
are not permitted to
<PAGE>
vote or sell, pledge, assign or otherwise transfer their shares. In addition,
they are not permitted to vote the 600,000 shares at the special meeting. In the
event the shareholders approve and ratify the proposal, the 600,000 shares will
be released from escrow.
In the event the shareholders do not approve the proposal, GMAI will
cancel the 600,000 shares of common stock and issue to each of Liebman, Manning
and Afinsa 200,000 shares of non-voting preferred stock of GMAI which will be
convertible into 200,000 shares common stock only upon subsequent shareholder
approval and ratification of the private placement.
GENERAL INFORMATION
Voting Securities
Only shareholders of record as of the close of business on August 27,
1999 (the "Record Date") will be entitled to vote at the special meeting and any
adjournment thereof. As of the Record Date, there were 6,212,245 shares of
common stock issued and outstanding (excluding the 600,000 shares issued and
sold in the private placement) and 99 record holders of common stock.
Shareholders may vote in person or by proxy. Each shareholder of record as of
the Record Date is entitled to one vote for each share of common stock held at
the special meeting. GMAI's by-laws provide that a majority of all of the shares
of common stock entitled to vote, whether present in person or represented by
proxy, will constitute a quorum for the transaction of business at the special
meeting. The affirmative vote of a majority of the shares represented at the
special meeting and entitled to vote is required to approve the proposal.
Executive officers and directors of GMAI who owned, in the aggregate, as of the
Record Date, without giving effect to the private placement, 52.8% of the
outstanding common stock have indicated an intention to vote in favor of the
proposal. Liebman, Manning and Afinsa will not be entitled to vote the 600,000
shares issued in the private placement.
Solicitation of Proxies
GMAI will bear the cost of soliciting proxies. In addition, GMAI will
solicit shareholders by mail through its regular employees and will request
banks and brokers, and other custodians, nominees and fiduciaries, to solicit
their customers who have stock of GMAI registered in the names of such persons
and will reimburse them for their reasonable, out-of-pocket costs. GMAI may use
the services of its officers, directors and others to solicit proxies,
personally or by e-mail, facsimile, telephone or other forms of communication,
without additional compensation. GMAI has retained ADP Proxy Servers to act as
information agent in connection with the solicitation of proxies. The fees to be
paid to such firm for such services are expected to be approximately $2,000,
plus reasonable out-of-pocket costs and expenses.
Voting and Revocation of Proxies
All shares of common stock represented by a proxy properly signed and
received at or prior to the special meeting, unless subsequently revoked, will
be voted in accordance with the instructions thereon. If no choice is indicated
on the proxy, the shares of common stock represented by such proxy will be voted
in favor of the proposal.
Only shares affirmatively voted in favor of the proposal (including
properly executed proxies not containing voting instructions) will be counted as
favorable votes for the proposal. The failure to submit a proxy (or to vote in
person) or the abstention from voting will have the same effect as a vote
against the proposal. Under New York law, shares represented by proxies that
reflect abstentions or "broker non-votes" (i.e., shares held by a broker or
nominee which are represented at the special meeting, but with respect to which
such broker or nominee is not empowered to vote on a particular proposal) will
be counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum for the transaction of all business.
Because shares with respect to which shareholders abstain are deemed to be
present and entitled to
2
<PAGE>
vote, abstentions as to the proposal will have the same effect as a vote against
the proposal. Broker non-votes, however, will be treated as not voted for
purposes of determining approval of the proposal and will not be counted as
votes for or against the proposal. Proxy holders may, in their discretion, vote
shares to adjourn the special meeting to solicit additional proxies in favor of
the proposal. However, shares of common stock with respect to which a proxy is
signed and returned indicating a vote against the proposal will not be so voted
to adjourn. A shareholder giving a proxy has the power to revoke his or her
proxy, at any time prior to the time it is voted, by delivering to the Secretary
of GMAI a written instrument revoking the proxy or a duly executed proxy with a
later date, or by attending the special meeting and voting in person.
The Board of Directors is not currently aware of any business to be
acted upon at the special meeting other than as described herein. If, however,
other matters are properly brought before the special meeting, the persons
appointed as proxies will have discretion to vote or act thereon according to
their best judgment, subject to applicable rules of the Securities and Exchange
Commission or New York law.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information with respect to the
beneficial ownership of shares of GMAI common stock, as of (a) October 26, 1998
(a date prior to the private placement) and (b) August 27, 1999, by (i) each
person known (based solely on Schedules 13D or G filed) to GMAI to be the
beneficial owner of more than 5% of the common stock, (ii) each member of the
Board of Directors of GMAI, (iii) the named executive officers of GMAI and (iv)
all directors and executive officers of GMAI as a group (based upon information
furnished by such persons). Under the rules of the Securities and Exchange
Commission, a person is deemed to be a beneficial owner of a security if such
person has or shares the power to vote or direct the voting of such security or
the power to dispose of or to direct the disposition of such security. In
general, a person is also deemed to be a beneficial owner of any securities of
which that person has the right to acquire beneficial ownership within 60 days.
Accordingly, more than one person may be deemed to be a beneficial owner of the
same securities.
<TABLE>
<CAPTION>
Number of Shares Number of Shares
Beneficially Owned Beneficially Owned
(Pre-Private Placement)(1) (As of August 27, 1999)(1)
-------------------------- --------------------------
Number Percentage (3) (%) Number Percentage (4) (%)
------ ------------------ ------ ------------------
Name and Address(2)
<S> <C> <C> <C> <C>
Greg Manning 1,400,000(5) 31.0% 1,600,000(6) 23.2%
Afinsa Bienes Tangibles, 442,000 10.0% 1,117,623 16.4%
S.A.(7)
Lagasca 88
Madrid, Spain 28001
Albertino de Figueiredo 442,000(8) 10.0% 1,121,373(9) 16.5%
Lagasca 88
Madrid, Spain 28001
Leon Liebman 25,000 * 973,720(10) 14.3%
William T. Tully, Jr. 200,400(11) 4.3% 110,900(12) 1.6%
3
<PAGE>
Scott Rosenblum 6,250(13) * 14,000(14) *
919 Third Avenue
New York NY 10022
David Graham 18,750(15) * 21,250(16) *
James Smith - - 2,500(17) *
Anthony L. Bongiovani 1,000(18) * 4,750(19) *
104 Broadway
Denville, NJ 07866
All Executive Officers
and Directors, as a
group 2,093,400 35.2% 3,848,993 55.2%
</TABLE>
- -------------------------------
* Less than 1%.
(1) Except as otherwise indicated below, each named person has voting and
investment power with respect to the securities owned by them.
(2) Except as otherwise indicated, the address of each beneficial owner is
775 Passaic Avenue, West Caldwell, New Jersey 07006.
(3) Based on 4,419,997 shares outstanding as of October 26, 1998 calculated
in accordance with Rule 13d- 3(d)(1)(i) under the Securities and
Exchange Act of 1934, as amended.
(4) Based on 6,800,995 shares outstanding as of August 27, 1999 calculated
in accordance with Rule 13d- 3(d)(1)(i) under the Securities and
Exchange Act of 1934, as amended.
(5) Includes options to purchase 100,000 shares of Common Stock exercisable
within 60 days granted pursuant to the 1993 Stock Option Plan.
(6) Includes options to purchase 100,000 shares of Common Stock exercisable
within 60 days granted pursuant to the 1993 Stock Option Plan.
(7) Mr. de Figueiredo, a director of GMAI, owns 50% of the outstanding stock
of Afinsa. Mr. de Figueiredo disclaims beneficial ownership of the
shares owned by Afinsa, except to the extent of his pecuniary interest
therein.
(8) Consists of shares owned by Afinsa of which Mr. de Figueiredo is a 50%
shareholder. Does not include options to purchase 15,000 shares of
Common Stock granted pursuant to the 1997 Stock Option Plan. Mr. de
Figueiredo disclaims beneficial ownership of the shares owned by Afinsa,
except to the extent of his pecuniary interest therein.
(9) Includes (a) 1,117,623 shares of Common Stock owned by Afinsa of which
Mr. de Figuereido is a 50% shareholder and (b) options to purchase 3,750
shares of Common Stock exercisable within 60 days granted pursuant to
the 1997 Stock Option Plan (but does not include options to purchase
11,250 shares of Common Stock not currently exercisable granted pursuant
to the 1997 Stock Option Plan). Mr. de
4
<PAGE>
Figueiredo disclaims beneficial ownership of the shares owned by Afinsa,
except to the extent of his pecuniary interest therein.
(10) Does not include options to purchase 15,000 shares of Common Stock
granted pursuant to the 1997 Stock Option Plan which are not currently
exercisable.
(11) Includes (a) 400 shares owned by members of Mr. Tully's immediate family
and (b) options to purchase 200,000 shares of Common Stock exercisable
within 60 days granted pursuant to the 1993 Stock Option Plan. Mr. Tully
disclaims beneficial ownership of the shares owned by family members,
except to the extent of his pecuniary interest therein.
(12) Includes (a) 400 options owned by Mr. Tully's immediate family and (b)
options to purchase 50,000 shares of Common Stock exercisable within 60
days granted pursuant to the 1997 Stock Option Plan. Mr. Tully disclaims
beneficial ownership of the shares owned by family members, except to
the extent of his pecuniary interest therein.
(13) Consists of options to purchase 6,250 shares of Common Stock exercisable
within 60 days granted pursuant to the 1993 Stock Option Plan (but does
not include options to purchase 8,750 shares of Common Stock not
currently exercisable).
(14) Includes options to purchase 10,000 shares of Common Stock exercisable
within 60 days granted pursuant to the 1993 Stock Option Plan (but does
not include options to purchase 20,000 shares of Common Stock not
currently exercisable).
(15) Consists of options to purchase 18,750 shares of Common Stock
exercisable within 60 days granted pursuant to the 1993 Stock Option
Plan (but does not include options to purchase 6,250 shares of Common
Stock not currently exercisable).
(16) Includes options to purchase 625 shares of Common Stock exercisable
within 60 days granted pursuant to the 1997 Stock Option Plan (but does
not include options to purchase 3,125 shares of Common Stock not
currently exercisable).
(17) Consists of options to purchase 2,500 shares of Common Stock exercisable
within 60 days granted pursuant to 1997 Stock Option Plan (but does not
include options to purchase 17,500 shares of Common Stock not currently
exercisable).
(18) Does not include options to purchase 15,000 shares of Common Stock not
currently exercisable granted pursuant to the 1997 Stock Option Plan.
(19) Includes options to purchase 3,750 shares of Common Stock exercisable
within 60 days granted pursuant to the 1997 Stock Option Plan (but does
not include options to purchase 26,250 shares of Common Stock not
currently exercisable).
5
<PAGE>
THE PROPOSAL
At the special meeting the shareholders are being asked to vote upon and
approve and ratify the issuance and sale of 200,000 shares of GMAI common stock
on October 29,1998 to each of Messrs. Liebman and Manning and Afinsa pursuant to
the terms of the investment agreements at a purchase price of $2.50 per share.
On October 29,1998, the closing bid price for the Company's common stock was
$2.4375 per share.
On September 15, 1999, Liebman, Manning and Afinsa entered into an
escrow agreement whereby their 600,000 shares of common stock will be placed in
escrow. While the shares are in escrow, Liebman, Manning and Afinsa are not
permitted to vote or sell, pledge, assign or otherwise transfer their shares. In
addition, they are not permitted to vote the 600,000 shares at the special
meeting. In the event the shareholders approve and ratify the proposal, the
600,000 shares will be released from escrow.
In the event the shareholders do not approve and ratify the proposal,
GMAI will cancel the 600,000 shares of common stock and issue to each of
Liebman, Manning and Afinsa 200,000 shares of non-voting preferred stock of GMAI
which will be convertible into 200,000 shares of common stock only upon
subsequent shareholder approval and ratification of the private placement.
The terms of the investment agreements and related transactions with
Liebman, Manning and Afinsa are summarized below. In addition, described below
are the Nasdaq rules which require shareholder approval.
Description of Transaction
On October 29, 1998, GMAI entered into investment agreements relating
to, among other things, the issuance and sale by GMAI to each of Liebman,
Manning and Afinsa of 200,000 shares of common stock at a cash purchase price of
$2.50 per share. On the same date, GMAI entered into a stock purchase agreement
with Leon H. Liebman, Bernard Rome and Richard F. Makely, the shareholders of
Teletrade, Inc., pursuant to which GMAI acquired all of the issued and
outstanding capital stock of Teletrade, Inc. In consideration therefore, among
other things, GMAI issued 750,000 shares of common stock to Leon H. Liebman.
After giving effect to the private placement and the shares issued in connection
with the acquisition of Teletrade, Liebman, Manning and Afinsa would have held
16.9%, 26.0% and 11.1%, respectively, of GMAI common stock then outstanding.
Nasdaq Approval Requirement
Because GMAI's common stock is listed on the Nasdaq SmallCap Market,
GMAI is subject to Nasdaq's corporate governance rules, including Rule
4310(c)(25)(H)(i)(c)(2) which provides that an issuer must obtain shareholder
approval prior to selling or issuing common stock (or securities convertible
into common stock) in a transaction where the amount of common stock to be
issued is greater than 20% of the common stock or voting power of the company
outstanding prior to the issuance.
The private placement of 600,000 shares of GMAI common stock represented
less than 20% of GMAI's outstanding common stock at the time of the purchase.
The issuance and sale of 750,000 shares to Liebman in connection with the
acquisition of Teletrade, when combined with the private placement, represented
greater than 20% of GMAI's outstanding common stock at the time of the issuance.
GMAI was recently informed by Nasdaq that shareholder approval was required
since, according to Nasdaq, the 600,000 shares issued in the private placement
were issued in connection with the Teletrade acquisition.
On September 15, 1999, Liebman, Manning and Afinsa entered into an
escrow agreement whereby their 600,000 shares of common stock will be placed in
escrow. While the shares are in escrow, Liebman, Manning and Afinsa are not
permitted to vote or sell, pledge, assign or otherwise transfer their shares. In
addition, they are not permitted to vote the 600,000 shares at the special
meeting. In the event the shareholders approve and ratify the proposal, the
600,000 shares will be released from escrow.
6
<PAGE>
In the event the shareholders do not approve and ratify the proposal,
GMAI will cancel the 600,000 shares of common stock and issue to each of
Liebman, Manning and Afinsa 200,000 shares of non-voting preferred stock of GMAI
which will be convertible into 600,000 shares of common stock only upon
subsequent shareholder approval and ratification of the private placement.
THE BOARD OF DIRECTORS BELIEVES THE PROPOSAL TO BE IN THE BEST INTERESTS
OF GMAI AND ITS SHAREHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL AND
RATIFICATION OF THE PROPOSAL.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows of
no matters that will be presented for consideration at the special meeting other
than as described in this Proxy Statement. If any other matters shall properly
come before the special meeting or any adjournment or postponement thereof and
be voted upon, the enclosed proxy will be deemed to confer discretionary
authority in the individuals named as proxies therein to vote the shares
represented by such proxy as to any such matters. The persons named as proxies
intend to vote or not to vote in accordance with the recommendation of
management of GMAI.
SUBMISSION OF SHAREHOLDER PROPOSALS
Under the provisions of GMAI's by-laws, shareholder proposals intended
to be considered at the Company's 1999 annual meeting, must be received at the
Company's principal executive offices not later than June 30, 1999.
Additionally, under the rules of the Securities and Exchange Commission relating
to when a company must include a shareholder's proposal in its proxy statement,
shareholder proposals intending to be included in the Company's 1999 Proxy
Statement must be received at the Company's principal executive offices no later
than June 30, 1999.
By Order of the Board of Directors
/s/ Greg Manning
------------------
Greg Manning
Chairman of the Board
and Chief Executive Officer
West Caldwell, New Jersey
September 15, 1999
7
<PAGE>
PROXY CARD
GREG MANNING AUCTIONS, INC.
Special Meeting of Shareholders
-----------------------------
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned shareholder of GREG MANNING AUCTIONS, INC. (the
"Company") hereby appoints Greg Manning and James Smith, and each of them, as
proxies of the undersigned, with full power of substitution to each, to
represent and vote all shares of Common Stock of the Company which the
undersigned is entitled to vote at the Company's Special Meeting to be held at
the Company's corporate headquarters at 775 Passaic Avenue, West Caldwell, New
Jersey 07006, on the 7th of October, 1999, at 10:00 a.m., local time, and at any
adjournments thereof, hereby ratifying all that said proxies or their
substitutes may do by virtue hereof, and the undersigned authorizes and
instructs said proxies or their substitutes to vote as follows:
1. Approval and ratification of the issuance and sale of 600,000 shares of
common stock of the Company.
FOR |_| AGAINST |_| ABSTAIN |_|
and in their discretion, upon any other matters that may properly come before
the meeting or any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IN THE ABSENCE OF DIRECTION, THIS PROXY
WILL BE VOTED "FOR" PROPOSAL 1.
(Continued and to be dated and signed on the other side.)
1
<PAGE>
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
Receipt of the Notice of Special Meeting and of the Proxy Statement is
hereby acknowledged.
Dated: _____________________________, 1999
------------------------------------------
(Signature of Shareholder)
-------------------------------------------
(Signature of Shareholder)
Please sign exactly as your name(s) appears on
your stock certificate. If signing as
attorney, executor, administrator, trustee or
guardian, please indicate the capacity in
which signing. When signing as joint tenants,
all parties to the joint tenancy must sign.
When the proxy is given by a corporation, it
should be signed by an authorized officer.
I plan to attend the Special Meeting in person:
|_| Yes
|_| No
