SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 18, 2000
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GREG MANNING AUCTIONS, INC.
(Exact name of registrant as specified in its charter)
New York 001-11988 22-2365834
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation or organization) identification no.)
775 Passaic Avenue,
West Caldwell, New Jersey 07006
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (973) 882-0004
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Item 2. Acquisition or Disposition of Assets.
On December 8, 1999, Greg Manning Auctions, Inc. ("GMAI") entered into
a merger agreement with Spectrum Acquisition, Inc., a Delaware corporation and
wholly-owned subsidiary of GMAI ("Sub"), Spectrum Numismatics International,
Inc. ("Spectrum"), and the shareholders of Spectrum, namely Warren Trepp, as
trustee of the Rabard Trust dated August 25, 1989 (the "Rabard Trust"), Gregory
N. Roberts and Sharon Roberts (the "Roberts"), and Elaine Dinges, providing for
the merger of Sub with and into Spectrum, with Spectrum continuing as a
wholly-owned subsidiary of GMAI. Based in Santa Ana, California, Spectrum is a
wholesaler of rare coins.
GMAI's shareholders approved this merger at a special meeting of
shareholders held on February 18, 2000, and the closing of this transaction took
place the same day. The merger became effective on February 22, 2000, upon the
filing of a certificate of merger with the Secretary of State of the State of
Delaware and the filing of officer's certificates and a copy of the merger
agreement with the Secretary of State of the State of California.
The Spectrum shareholders owned all the issued and outstanding capital
stock of Spectrum. In the merger, the Spectrum shareholders exchanged all of
their shares of Spectrum common stock for shares of GMAI common stock. Of the
1,754,034 shares of GMAI common stock issued to the Spectrum shareholders, the
Rabard Trust, the Roberts and Ms. Dinges received 906,573 shares, 684,126 shares
and 163,335 shares, respectively. The aggregate value of the shares of GMAI
common stock issued in the merger to the Spectrum shareholders was $25,000,000,
minus $5,000 of expenses in excess of $200,000 incurred by Spectrum in
connection with the merger. Pursuant to the terms of the merger agreement, the
shares of GMAI common stock issued to the Spectrum shareholders were valued at
$14.25 per share. The parties negotiated the price taking into account the
then-current market price of GMAI common stock.
The foregoing description of the merger is qualified in its entirety by
reference to the full text of the merger agreement attached as Annex B to the
definitive proxy statement of GMAI on Schedule 14A filed with the Securities and
Exchange Commission on January 13, 2000.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements
In accordance with Item 7(a)(4), these financial statements will be
filed no later than 60 days after March 6, 2000.
(b) Pro Forma Financial Information
In accordance with Item 7(a)(4), these financial statements will be
filed no later than 60 days after March 6, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Greg Manning Auctions, Inc. has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: March 6, 2000 GREG MANNING AUCTIONS, INC.
By: /s/ Greg Manning
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Greg Manning
Chairman of the Board, Chief
Executive Officer and President
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