As filed with the Securities and Exchange Commission on March 3, 2000
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 2
to
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 22-2365834
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
775 Passaic Avenue
West Caldwell, New Jersey 07006
(Address of Principal Executive Offices)
---------------
GREG MANNING AUCTIONS, INC.
1993 STOCK OPTION PLAN, AS AMENDED
1997 STOCK INCENTIVE PLAN, AS AMENDED
(Full Title of the Plan)
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)
-----------------
COPY TO:
SCOTT S. ROSENBLUM, ESQ.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
Proposed
Number of Shares Maximum Proposed Maximum Amount of
Title of Shares to be Offering Price Aggregate Registration
to be Registered Registered Per Share(1) Offering Price(1) Fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par value $.01 per 600,000 shares $18.5937(1) $11,156,220 $2,945.24
share
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated, in accordance with 17 CFR 230.457(c), solely for the purpose of
calculating the registration fee. The Proposed Maximum Offering Price Per
Share is based on the average of the based on the average of the high and
low sales prices for the Common Stock reported on the Nasdaq National
Market on Tuesday, February 29, 2000, which is within five business days of
this filing.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Incorporation of Documents by Reference.
The contents of the Registrant's Registration Statement, No. 333-01048,
and Post-Effective Amendment No. 1 thereto, are incorporated by reference into
this Post-Effective Amendment No.2.
Additional Information
This Post-Effective Amendment includes an additional 600,000 shares of
Common Stock of the Registrant available to be issued under the Registrant's
1993 Stock Option Plan, as amended and 1997 Stock Incentive Plan, as amended.
<PAGE>
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-8 and has duly caused this
Post-Effective Amendment No. 2 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of West
Caldwell, State of New Jersey on March 3, 2000.
GREG MANNING AUCTIONS, INC.
By: /s/ Greg Manning
-------------------------------
Greg Manning
Chairman of the Board, Chief
Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Greg Manning and James A. Smith
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
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 for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, 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 on March 3,
2000 in the capacities indicated.
Signature Title(s)
--------- --------
/s/ Greg Manning Chairman of the Board, Chief
--------------------------- Executive Officer, President
Greg Manning and Director
/s/ James A. Smith Chief Financial Officer (Principal
--------------------------- Financial and Accounting Officer)
James A. Smith
/s/ Anthony Bongiovanni Director
---------------------------
Anthony Bongiovanni
/s/ Richard Cohen Director
---------------------------
Richard Cohen
/s/ Scott S. Rosenblum Director
---------------------------
Scott S. Rosenblum
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Sequentially Numbered Page
-------------- ----------- --------------------------
5 Opinion of Kramer Levin Naftalis & Frankel LLP regarding
legality of securities being registered (including
consent).
23.2 Consent of Kramer Levin Naftalis & Frankel LLP (see
Exhibit Number 5 above).
24 Power of Attorney (included on signature page).
Exhibit 5
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
47, Avenue Hoche
75008 Paris
TEL (212) 715-9100 France
FAX (212) 715-8000
March 3, 2000
Greg Manning Auctions, Inc.
775 Passaic Avenue
West Caldwell, NJ 07006
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to Greg Manning Auctions, Inc., a New
York corporation (the "Registrant"), in connection with the preparation and
filing of Post-Effective Amendment No. 2 to the Registration Statement on Form
S-8 (the "Registration Statement") with the Securities and Exchange Commission
(the "Commission"), with respect to the registration under the Securities Act of
1933, as amended (the "Act"), of an aggregate of an additional 1,100,000 shares
(the "Shares") of common stock, par value $.01 per share, to be issued pursuant
to the Registrant's 1993 Stock Option Plan and 1997 Stock Incentive Plan, as
amended (the "Plans").
In connection with the registration of the Shares, we have
reviewed copies of the Registration Statement, the Plans, the Certificate of
Incorporation, as amended, and the By-laws of the Registrant, and such documents
and records as we have deemed necessary to enable us to express an opinion on
the matters covered hereby.
We have also examined and relied upon representations,
statements, or certificates of public officials and officers and representatives
of the Registrant.
Based upon the foregoing, we are of the opinion that the
Shares covered by the Registration Statement, following the granting of the
options and restricted stock, if any, described in the Plans and upon delivery
of such Shares and payment therefor at the prices and in accordance with the
terms stated in the Plans, will be validly issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement. In giving the foregoing consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Kramer Levin Naftalis & Frankel LLP
