As filed with the Securities and Exchange Commission on November 8, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
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
(973) 882-0004
(Address, including zip code, and telephone
number, including area code, of registrant's principal
executive offices)
----------------
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>
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, 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, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
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. [X] File No. 333-38354
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 delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Number of Shares Maximum 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> <C>
Common stock, par value $.01 per share 31,054 $ 4.6094 $143,140.30 $37.78
---------------------------------------------------------------------------------------------------------------------
</TABLE>
(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 National Market on Tuesday, November 7, 2000.
II-2
<PAGE>
Incorporation by Reference of Registration Statement on Form S-3, File No.
333-38354
This Registration Statement hereby incorporates by reference in its
entirety the Registrant's Registration Statement on Form S-3 (File No.
333-38354) declared effective on June 28, 2000, as amended, including the
documents incorporated or deemed to be incorporated by reference therein.
II-3
<PAGE>
Exhibits
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
II-4
<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-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 November 1, 2000.
GREG MANNING AUCTIONS, INC.
By: /s/ Greg Manning
--------------------------------
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.
Signature Title Date
--------- ----- ----
/s/ James A. Smith Chief Financial Officer November 1, 2000
------------------ (Principal Financial and
James A. Smith Accounting Officer)
/s/ Greg Manning Chairman of the Board, November 1, 2000
----------------- President and Chief
Greg Manning Executive Officer and
Director
/s/ Anthony Bongiovanni Director November 1, 2000
-----------------------
Anthony Bongiovanni
/s/ Richard Cohen Director November 1, 2000
-----------------
Richard Cohen
/s/ Scott S. Rosenblum Director November 1, 2000
----------------------
Scott S. Rosenblum
/s Gregory N. Roberts Director November 1, 2000
---------------------
Gregory N. Roberts
_______________________ Director November 1, 2000
Mark B. Segall
II-5
<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
II-6
